10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q/A

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

For the quarterly period ended June 30, 2012

¨ 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: 0-53436

Fuer International, Inc., INC.

(Exact name of registrant as specified in its charter)

Nevada	84-0290243
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

Neiwei Road,

Fulaerji District, Qiqihar,

Heiloingjiang, China 161041

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number: + 86-0452-6969150

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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

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

As of August 8, 2012, there were 12,598,032 shares of common stock, par value $0.001 per share, outstanding. 

EXPLANATORY NOTE

The sole purpose of this Amendment to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2012 (the “10-Q”), is to furnish the Interactive Data File exhibits required by Item 601(b)(101) of Registration S-K. No other changes have been made to the 10-Q filed on August 13, 2012.

ITEM 6. EXHIBITS

Exhibit
Number	Description
31.1	Section 302 Certification by the Corporation's Chief Executive Officer.
31.2	Section 302 Certification by the Corporation's Chief Financial Officer.
32.1 and 32.2	Section 1350 Certification by the Corporation's Chief Executive Officer and Corporation's Chief Financial Officer.

XBRL Exhibit

101.INS† XBRL Instance Document.

101.SCH† XBRL Taxonomy Extension Schema Document.

101.CAL† XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF† XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB† XBRL Taxonomy Extension Label Linkbase Document.

101.PRE† XBRL Taxonomy Extension Presentation Linkbase Document.

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.

	Fuer International, Inc.
Date: August 10, 2012	By:	/s/  Zhang  Li
		Zhang Li, Chief Executive Officer

Date: August 10, 2012	By:	/s/ Yu Haifei
		Yu Haifei, Principal Financial Officer

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INTANGIBLE ASSETS, NET (Details Textuals) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Property, Plant and Equipment, Useful Life, Average			10 years
Amortization	$ 59,807	$ 179,304	$ 102,231	$ 192,861
Other Intangible Assets, Net	$ 708,258		$ 708,258		$ 589,883

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STATUTORY RESERVES (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2011
Registered capital	$ 6,608,427		$ 6,608,427
Maximum reserve rate required	50.00%		50.00%
Maximum statutory reserved required by law	3,304,213		3,304,213
Statutory reserve	(2,522,455)	(2,275,230)	1,682,673
Unfunded statutory reserve	$ 781,758		$ 1,621,540

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SHAREHOLDERS' EQUITY (Details 2) (USD $)	6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011	Dec. 31, 2010
Range of Exercise Price	2.58
Number Outstanding	873,315	873,315	0
Weighted Average Remaining Contractual Life (Years)	0.96
Weighted Average Exercise Price	$ 2.58		$ 2.58
Number Exercisable	873,315
Weighted Average Exercise Price	2.58		2.58

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textuals) (USD $)	3 Months Ended				6 Months Ended		9 Months Ended
	Jun. 30, 2012	Sep. 30, 2011	Jun. 30, 2011	Sep. 30, 2010	Jun. 30, 2012	Jun. 30, 2011	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2011
Foreign currency translation (loss) adjustments	$ 18,961		$ 750,887		$ (72,222)	$ 620,774
Allowance for Doubtful Accounts Receivable, Current	232,983				232,983				233,538
Advances to employees	123,549				123,549				445,648
Advances to suppliers and prepaid expenses	897,907				897,907				5,527,356
Prepaid leases	164,589		159,572		329,445	299,613
Shipping, Handling and Transportation Costs	65,234	59,176			679,143		766,403
Pension, Health and Other Postretirement Benefits Statutory Contributions Percentage							25.00%
Pension and Other Postretirement Benefit Expense	48,382	152,271		113,555	95,999		249,743	319,246
Advertising Expense	55,972	74,958			100,144		382,439
Accumulated other comprehensive income	$ 2,812,652				$ 2,812,652				$ 2,884,874

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PREPAID LEASES (Tables)

6 Months Ended

Jun. 30, 2012

Prepaid Leases [Abstract]

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]

The Company’s prepaid leases are prepayments for leased land. As of June 30, 2012 and December 31, 2011, details about prepaid leases were:

	June 30,			December 31,
	2012			2011
	(Unaudited)
Prepaid leases	$	7,416,001		$	7,433,675
Amortization of prepaid leases		(991,448	)		(663,904	)
		6,424,553			6,769,771
Less: Current portion of prepaid leases		(642,184	)		(660,637	)
Long term portion of prepaid leases	$	5,782,369		$	6,109,134

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Textuals) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Accounts payable and accrued expenses	$ 1,118,949	$ 337,782

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PROPERTY, PLANT AND EQUIPMENT (Details Textuals) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Depreciation	$ 66,001	$ 63,538	$ 132,339	$ 123,767

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SHAREHOLDERS' EQUITY (Details Textuals) (USD $)	6 Months Ended	9 Months Ended			9 Months Ended
	Jun. 30, 2012	Sep. 30, 2010	Dec. 31, 2011	Dec. 31, 2010	Sep. 30, 2010 Allied Merit International Investment Inc [Member]	Jun. 17, 2010 Allied Merit International Investment Inc [Member]
Stockholders' Equity, Reverse Stock Split	1-for-64
Common stock, shares issued	12,958,032		12,958,032			1,018,868
Class of Warrant or Right, Number of Securities Called by Warrants or Rights						873,315
Proceeds from issuance of common stock	$ 2,500,000	$ 2,500,000			$ 2,500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0			$ 0		2.58
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Fair Value	$ 849,852

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INVENTORIES

6 Months Ended

Jun. 30, 2012

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

NOTE 4 – INVENTORIES

As of June 30, 2012, and December 31, 2011, inventories consisted of the following:

	June 30,		December 31,
	2012		2011
	(Unaudited)
Raw materials	$	559,278	$	4,307,063
Finished goods		1,947,913		4,367,284
	$	2,507,191	$	8,674,347

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EARNINGS PER SHARE (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Net Income (Loss) Attributable To Parent	$ 1,455,010	$ 1,101,027	$ 5,796,580	$ 6,936,194
Basic earnings per share income available to common shareholders (in shares)	12,958,032	12,958,031	12,958,032	12,958,031
Earnings Per Share (in dollars per share)	$ 0.11	$ 0.08	$ 0.45	$ 0.54
Effect of dilutive securities:
Warrants (in shares)			515,916	515,916
Net Income (Loss) Attributable To Parent	$ 1,455,010	$ 1,101,027	$ 5,796,580	$ 6,936,194
Diluted earnings per share income available to common shareholders (in shares)	13,473,948	13,473,947	13,473,948	13,473,947
Diluted earnings per share income available to common shareholders (in dollars per share)	$ 0.11	$ 0.08	$ 0.43	$ 0.51

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ORGANIZATION AND NATURE OF OPERATION (Details) (USD $)	6 Months Ended
	Jun. 30, 2012
Fuer International Inc [Member]
Entity Date Of Incorporation	Feb. 08, 2012
Entity Incorporation Domicile	Nevada
Members Equity	$ 12,958
Equity Method Investment, Ownership Percentage	100.00%
Principal Business Activities	Investment Holding
Oriental Agriculture Inc [Member]
Equity Method Investment, Ownership Percentage	5.65%
Other Institutional and Individual Investors [Member]
Equity Method Investment, Ownership Percentage	43.45%
China Golden Holdings, Ltd [Member]
Entity Date Of Incorporation	Nov. 30, 2009
Entity Incorporation Domicile	British Virgin Island
Members Equity	50,000
Equity Method Investment, Ownership Percentage	100.00%
Principal Business Activities	Investment Holding
Qiqihar Deli Enterprise Management Consultancy Co Ltd [Member]
Entity Date Of Incorporation	Feb. 10, 2010
Entity Incorporation Domicile	PRC
Members Equity	2,100,000
Principal Business Activities	Advisory
Qiqihar Fuer Agronomy Inc [Member]
Entity Date Of Incorporation	Mar. 18, 2003
Entity Incorporation Domicile	PRC
Members Equity	$ 35,100,000
Principal Business Activities	Production and distribution of seeds, fertilizers and distribution of pesticides, germicides and herbicides.
Zhang Li and Liu Yuhua [Member]
Equity Method Investment, Ownership Percentage	100.00%

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STATUTORY RESERVES (Tables)

6 Months Ended

Jun. 30, 2012

Statutory Reserves [Abstract]

Schedule Of Statutory Reserve [Table Text Block]

The table below summarizes the statutory reserves:

	For the Six Months Ended
	June 30,
	2012			2011
Registered capital of Chinese operating entity	$	6,608,427		$	6,608,427
Maximum reserve rate required		50	%		50	%
Maximum statutory reserved required by law		3,304,213			3,304,213
Statutory reserves		(2,522,455	)		(1,682,673	)
Unfunded statutory reserves	$	781,758		$	1,621,540

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SHAREHOLDERS' EQUITY (Details)	6 Months Ended
	Jun. 30, 2012
Expected volatility	112.20%
Expected dividends	0.00%
Expected term (in years)	3 years
Risk-free rate	2.20%

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ORGANIZATION AND NATURE OF OPERATION (Details Textuals) (USD $)	6 Months Ended
	Jun. 30, 2012
Stock Issued During Period, Shares, Acquisitions	11,550,392
Business Acquisition, Percentage of Voting Interests Acquired	96.47%
Qiqihar Fuer [Member]
Line of Credit Facility, Maximum Borrowing Capacity	10,000,000

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Balance sheet items, except for the registered and paid-in capital and retained earnings	$ 6.3789	$ 6.2939
Amounts included in the statements of operations, and statements of cash flows	$ 6.3027	$ 6.5378

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TRADE RECEIVABLES

6 Months Ended

Jun. 30, 2012

Receivables [Abstract]

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

NOTE 3 – TRADE RECEIVABLES

As of June 30, 2012 and December 31, 2011 accounts receivable consisted of the following:

	June 30,			December 31,
	2012			2011
	(Unaudited)
Trade receivables	$	9,202,348		$	1,529,834
Less: Allowance for doubtful accounts		(232,983	)		(233,538	)
	$	8,969,365		$	1,296,296

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details1)	6 Months Ended
	Jun. 30, 2012
Property, Plant and Equipment, Useful Life, Average	10 years
Building [Member]
Property, Plant and Equipment, Useful Life, Average	20 years
Office Equipment [Member]
Property, Plant and Equipment, Useful Life, Average	3 years
Vehicles [Member]
Property, Plant and Equipment, Useful Life, Average	4 years
Maximum [Member] | Other Machinery and Equipment [Member]
Property, Plant and Equipment, Useful Life, Average	10 years
Minimum [Member] | Other Machinery and Equipment [Member]
Property, Plant and Equipment, Useful Life, Average	5 years

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LONG-TERM PREPAID EXPENSES (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Prepaid leases	$ 7,416,001	$ 7,433,675
Amortization of prepaid leases	(991,448)	(663,904)
Prepaid Lease Net	6,424,553	6,769,771
Less: Current portion of prepaid leases	(642,184)	(660,637)
Net prepaid leases	$ 5,782,369	$ 6,109,134

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CONSOLIDATED BALANCE SHEETS (USD $)	Jun. 30, 2012	Dec. 31, 2011
ASSETS
Cash	$ 13,670,332	$ 3,848,413
Trade receivables, net	8,969,365	1,296,296
Advances to employees	123,549	445,648
Inventories	2,507,191	8,674,347
Advances to suppliers and prepaid expenses	897,907	5,527,356
Current portion of prepaid leases	642,184	660,637
Total Current Assets	26,810,528	20,452,697
Property, plant and equipment, net	3,284,590	3,392,800
Intangibles, net	708,258	589,883
Long term portion of prepaid leases	5,782,369	6,109,134
Total Assets	36,585,745	30,544,514
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses	1,118,949	337,782
Payables to Customers	48,776	994,935
Other payables	85,276	85,480
Income tax payable	1,636,178	1,154,109
Total Liabilities	2,889,179	2,572,306
SHAREHOLDERS' EQUITY
Common stock, $0.001 par value; 20,000,000 shares authorized, 12,958,032 shares issued and outstanding as of June 30, 2012 and December 31, 2011 respectively.	12,958	12,958
Additional paid in capital	7,046,495	7,046,495
Statutory reserves	2,522,455	2,275,230
Retained earnings	21,302,006	15,752,651
Accumulated other comprehensive income	2,812,652	2,884,874
Total Shareholders' Equity	33,696,566	27,972,208
Total Liabilities and Shareholders' Equity	$ 36,585,745	$ 30,544,514

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SHAREHOLDERS' EQUITY (Details 1) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2010	Jun. 30, 2012	Dec. 31, 2010
Balance - Number of Warrants	873,315
Issued - Number of Warrants	$ 0	$ 873,315
Exercised - Number of Warrants	0	0
Forfeited - Number of Warrants	0	0
Number Outstanding	873,315	0
Balance - Weighted average exercise price			$ 0	$ 0
Issued - Weighted average exercise price	$ 2.58	$ 2.58
Exercised - Weighted average exercise price	$ 0	$ 0
Forfeited - Weighted average exercise price	$ 0	$ 0
Warrants exercisable - Weighted average exercise price	2.58	2.58

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ORGANIZATION AND NATURE OF OPERATION

6 Months Ended

Jun. 30, 2012

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Nature of Operations [Text Block]

NOTE 1 – ORGANIZATION AND NATURE OF OPERATION

The consolidated financial statements include the financial statements of Fuer International Inc. (“referred to herein as “Fuer International”), its subsidiaries, and variable interest entity (“VIE”), where Fuer International is deemed the primary beneficiary. Fuer International, its consolidated subsidiaries and VIEs are collectively referred to herein as the “Company”, “we” and “us”.

Fuer International (formerly known as Forex365 Inc.) was incorporated in Nevada on February 8, 1984. On July 28, 2010, we completed a name change from “Forex365, Inc,” to “Fuer International Inc,” under the consent of the holders of approximately 92.58% of the outstanding shares of Common Stock.

China Golden was incorporated in the British Virgin Islands on November 30, 2009 as a limited liability company (a BVI company). The Company is engaged in the business of production and distribution of corn seeds, rice seeds, soybean seeds, humic fertilizer and plant additives. Its wholly owned subsidiary, Qiqihar Deli Enterprise Management Consultancy Co., Ltd. (“Deli”) was incorporated in Heilongjiang, People’s Republic of China (“PRC”) on February 10, 2010 as a limited liability company. Other than the equity interest in Deli, China Golden does not own any assets or conduct any operations.

Qiqihar Fuer Agronomy Inc. (“Qiqihar Fuer”) was incorporated in the Heilongjiang Province, in the PRC on March 18, 2003. Qiqihar Fuer is a provider of corn seeds, rice seeds, soybean seeds, humic fertilizer and plant additives that distributes products through its distributors to farmers located primarily in the PRC provinces of Heilongjiang, Jilin, Inner Mongolia and other provinces of PRC. Qiqihar Fuer breeds its proprietary seeds through farmers under contractual agreements. Qiqihar Fuer also distributes humic fertilizer, plant additives as well as pesticides, germicides and herbicides. Deli, through a series of contractual arrangements, has the ability to substantially influence the daily operations and financial affairs of Qiqihar Fuer, in addition to being able to appoint Qiqihar Fuer’s senior executives and approve all matters requiring shareholder approval. The structure of the contractual arrangements are such that Qiqihar Fuer is effectively a VIE of Deli. Accordingly, Fuer International, through its wholly-owned subsidiaries, consolidates Qiqihar Fuer’s results of operation, assets and liabilities in its financial statements. Hereafter, Fuer International, China Golden, Deli and Qiqiahr Fuer are collectively referred to as “the Company” unless specific reference is made to an individual entity). Deli and Qiqihar Fuer are both controlled by the same majority shareholders.

On June 16, 2010, Fuer International, entered into a Share Exchange Agreement (the “Exchange Agreement”) with China Golden Holdings, Ltd., a company organized under the laws of the British Virgin Islands (“China Golden”), and the shareholders of China Golden (the “Shareholders”), who together owned shares constituting 100% of the issued and outstanding common shares of China Golden (the “China Golden Shares”). Pursuant to the terms of the Exchange Agreement, the Shareholders transferred to the Company all of the China Golden Shares in exchange for the issuance of 11,550,392 shares (the “Shares”) of our common stock (the “Share Exchange”). As a result of the Share Exchange, China Golden became our wholly-owned subsidiary and the Shareholders acquired approximately 96.47% of our issued and outstanding stock.

The effect of the Share Exchange is such that effectively a reorganization of the entities has occurred for accounting purposes and is deemed to be a reverse acquisition. Subsequent to the Share Exchange the financial statements presented are those of a consolidated China Golden and its subsidiaries, including their VIE, as if the Share Exchange had been in effect retroactively for all periods presented.

Name	Domicile and Date of Incorporation	Paid-in Capital		Percentage of Effective Ownership	Principal Activities
Fuer International Inc. (formerly known as “Forex365 Inc.”)	February 8, 1984, Nevada	USD	12,958	56.55%  owned by Oriental Agriculture Inc., 43.45% owned by other institutional and individual investors.	Investment Holding
China Golden Holdings, Ltd.	November 30, 2009, British Virgin Island	USD	50,000	100% owned by Fuer International Inc.	Investment Holding
Qiqihar Deli Enterprise Management Consultancy Co., Ltd.	February 10, 2010, PRC	USD	2,100,000	100% owned by China Golden	Advisory
Qiqihar Fuer Agronomy Inc.	March 18, 2003, PRC	RMB	35,100,000	100% owned by Zhang Li and Liu Yuhua Deemed as a variable interest entity through contractual agreements with Deli, See description below	Production and distribution of seeds, fertilizers and distribution of pesticides, germicides and herbicides

Chinese laws and regulations currently restrict foreign ownership in a seed producing company. As a result, the Company’s subsidiaries, Deli and Qiqihar Fuer, entered into a seriesof exclusive contractual agreements (the Contractual Agreements) on March 25, 2010 in the anticipation that this will protect the Company’s shareholders from foreign ownership restrictions.

Based on these Contractual Agreements, the Company consolidates the VIE, Qiqihar Fuer, as required by generally accepted accounting principles in the United States (“US GAAP”), because the Company is the primary beneficiary of the VIE. The profits and losses of the Company are allocated based upon the Exclusive Business Cooperation Agreement.

The followings are brief descriptions of the Contractual Agreements entered between Deli and Qiqihar Fuer:

1. Exclusive Business Cooperation Agreement. Pursuant to the exclusive business cooperation agreement between Deli and Qiqihar Fuer, Deli has the exclusive right to provide to Qiqihar Fuer general business operational services, including advice and strategic planning, as well as consulting services related to the technological research and development of the Qiqihar Fuer’s products (the “Services”). Under this agreement, Deli owns the intellectual property rights developed or discovered through research and development, in the course of providing the Services, or derived from the provision of the Services. Qiqihar Fuer shall pay consulting service fees in Renminbi (“RMB”) to Deli that is equal to all of Qiqihar Fuer’s profits as defined in the Exclusive Option Agreement. The Agreement is valid for 10 years. Termination or renewal of the agreement is determined by Deli and shall have binding force upon Qiqihar Fuer.

2. Equity Pledge Agreement. Under the equity pledge agreement between Qiqihar Fuer’s shareholders and Deli, Qiqihar Fuer’s Shareholders pledged all of their equity interests in Qiqihar Fuer to Deli to guarantee Qiqihar Fuer’s performance of its obligations under the Exclusive Option Agreement. If Qiqihar Fuer or Qiqihar Fuer’s Shareholders breaches their respective contractual obligations, Deli, as pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests. Qiqihar Fuer’s Shareholders also agreed that upon occurrence of any event of default, Deli shall be granted an exclusive, irrevocable power of attorney to take actions in the place and stead of the Qiqihar Fuer’s Shareholders to carry out the security provisions of the equity pledge agreement and take any action and execute any instrument that Deli may deem necessary or advisable to accomplish the purposes of the equity pledge agreement. Qiqihar Fuer’s Shareholders agreed not to dispose of the pledged equity interests or take any actions that would undermine Deli’s interest. 

3. Exclusive Option Agreement.  Under the exclusive option agreement between Qiqihar Fuer’s Shareholders and Deli, Qiqihar Fuer’s Shareholders irrevocably granted Deli or its designated person an exclusive option to purchase, to the extent permitted under PRC law, all or part of the equity interests in Qiqihar Fuer for the cost of the initial contributions to the registered capital of Qiqihar Fuer or the minimum amount of consideration permitted by applicable PRC law. Deli or its designated person has sole discretion to decide when to exercise the option, whether in part or in full. The term of this agreement shall last for 10 years, and shall be renewed at Deli’s election, unless terminated in accordance with this agreement.

4. Loan Agreement. Under the Loan Agreement, the shareholders of Qiqihar Fuer shall borrow RMB 10,000,000 from Deli, only for purpose of increasing the paid-in capital of Qiqihar Fuer. In addition, shareholders of Qiqihar Fuer agree to (1) enter into the aforementioned contractual agreements with Deli; (2) appoint directors as nominated by Deli; (3) keep the value of its assets. Also included in this agreement, unless consented by Deli, Qiqihar Fuer should not: (1) purchase and dispose of any assets; enter into any material agreements with any third party within its operating activities; (3) declare any dividends to its shareholders.

The accounts of Qiqihar Fuer are consolidated in the accompanying consolidated financial statements pursuant to Accounting Standards Codification Topic 810, “Consolidation” As a VIE, Qiqihar Fuer’s sales are included in the Company’s total sales, its income from operations is consolidated with the Company’s, and the Company’s net income includes all of Qiqihar Fuer’s net income. The Company does not have any non-controlling interest and accordingly, did not subtract any net income in calculating the net income attributable to the Company.

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INVENTORIES (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Raw materials	$ 559,278	$ 4,307,063
Finished goods	1,947,913	4,367,284
Inventories	$ 2,507,191	$ 8,674,347

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INVENTORIES (Tables)

6 Months Ended

Jun. 30, 2012

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

As of June 30, 2012, and December 31, 2011, inventories consisted of the following:

	June 30,		December 31,
	2012		2011
	(Unaudited)
Raw materials	$	559,278	$	4,307,063
Finished goods		1,947,913		4,367,284
	$	2,507,191	$	8,674,347

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PROPERTY, PLANT AND EQUIPMENT (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Property, Plant and Equipment, Gross	$ 4,696,863	$ 4,675,915
Less: Accumulated depreciation	(1,412,273)	(1,283,115)
Total	3,284,590	3,392,800
Property and Plant [Member]
Property, Plant and Equipment, Gross	3,636,645	3,645,312
Other Machinery and Equipment [Member]
Property, Plant and Equipment, Gross	87,786	82,672
Office Equipment [Member]
Property, Plant and Equipment, Gross	806,176	791,097
Vehicles [Member]
Property, Plant and Equipment, Gross	$ 166,256	$ 156,834

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INTANGIBLE ASSETS, NET (Tables)

6 Months Ended

Jun. 30, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Expected future amortization for intangible assets is as follows:

2012	$	137,002
2013		273,212
2014		85,382
2015		56,587
2016		36,840
Thereafter		119,235
	$	708,258

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2012

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies [Text Block]

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

(a) Basis of presentation

Management acknowledges its responsibility for the preparation of the accompanying consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the years presented. The accompanying consolidated financial statements are prepared in accordance with US GAAP. This basis differs from that used in the statutory accounts in the PRC, which are prepared in accordance with the accounting principles and relevant financial regulations applicable to enterprises in the PRC. All significant intercompany accounts and transactions have been eliminated in consolidation. All necessary adjustments have been made to present the consolidated financial statements in accordance with US 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 inter-company transactions and balances have been eliminated. The financial statements include all adjustments that, in the opinion of management, are necessary to make the financial statements not misleading.

(b) Unaudited financial statements

The accompanying consolidated financial statements as of June 30, 2012 and for the three and six months ended June 30, 2012 and 2011 are unaudited. In the opinion of management, all necessary adjustments (which include only normal recurring adjustments) have been made to present fairly the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted. However, The Company believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2011 and 2010. The results of operations for the three and six months ended June 30, 2012 and 2011 are not necessarily indicative of the operating results to be expected for the full year ended December 31, 2012, or that which was achieved in the year ended December 31, 2011.

(c) Principles of consolidation

Pursuant to US GAAP, Qiqihar Fuer is a VIE of Deli and the Company is the primary beneficiary of the VIE. Accordingly, Fuer have been consolidated in the Company’s financial statements.

Based on various VIE agreements, the Company is able to excise control over Qiqhar Fuer; and have the exclusive right to obtain full of the financial interests such as obtaining periodic income through Exclusive Business Cooperation Agreements and obtaining the net assets of Qiqihar Fuer through purchase of their equities at essentially no cost basis. There is no non-controlling interest held by other parties in Qiqihar Fuer, Deli and China Golden.

(d) Business segment

The Company operates in one business segment, as a provider and distributor of field seeds and fertilizers herbicides. Our revenue is generated in our distribution to farmers, sales through our Company owned retail establishments and through our branded retail stores. Our revenue is derived exclusively from the sales of field crop seeds, fertilizers and herbicides. All Company’s sales and operations are conducted in the PRC with emphasis in the northeast of China.

(e) Use of estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates in the reported financial statements include the allowance for doubtful accounts and the useful lives of property and equipment.

(f) Foreign currency translation

The Company primarily operates in the PRC. The financial position and results of operations of the subsidiaries are determined using the local currency (“Renminbi” or “RMB”) as the functional currency.

Translation from RMB into United States dollars (“USD” or “$”) for reporting purposes is performed by translating the results of operations denominated in foreign currency at the weighted average rates of exchange during the reporting periods. Assets and liabilities denominated in foreign currencies at the balance sheet dates are translated at the market rate of exchange in effect at that date. The registered equity capital denominated in the functional currency is translated at the historical rate of exchange at the time of the capital contribution. All translation adjustments resulting from the translation of the financial statements into USD are reported as a component of accumulated other comprehensive income in shareholders’ equity. The exchange rates used in translation from RMB to USD amount were published by People’s Bank of the People’s Republic of China.

	2012	2011
Balance sheet items, except for the registered and paid-up capital and retained earnings as of June 30, 2012 and December 31, 2011	US$1=RMB 6.3089	US$1=RMB 6.2939
Amounts included in the statements of operations, and statements of cash flows for the six months ended June 30, 2012 and 2011	US$1=RMB 6.3027	US$1=RMB 6.5378

For the three months ended June 30, 2012 and 2011, foreign currency translation adjustments of $18,961 and $750,887, respectively, have been reported as comprehensive income in the consolidated financial statements and for the six months ended June 30, 2012 and 2011, foreign currency translation adjustments of ($72,222) and $620,774, respectively, have been reported as comprehensive income in the consolidated financial statements.

(g) Fair value of financial instruments

The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 ”Fair Value Measurement and Disclosure ” for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash, accounts receivable, other receivable, accounts payable, other payable, and amounts due from related parties approximate their fair market value based on the short-term maturity of these instruments. As of June 30, 2012, the Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with the new accounting guidance.

ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

(h) Cash

For purposes of the consolidated Statements of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company maintains cash with various financial institutions in the PRC and balances are uninsured.

(i) Concentrations of credit risk

The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC's economy. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. No customer accounted for over 10% of our total sales for the three and six months ended June 30, 2012 and 2011.

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. Substantially all of the Company’s cash is maintained with state-owned banks within the PRC, and no deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.

(j) Trade receivables

Trade receivables are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews trade receivables on a periodic basis and makes general and specific allowances when 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, customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. As of June 30, 2012 and December 31, 2011, the Company had an allowance for doubtful accounts of $232,983 and $233,538, respectively.

(k) Advances to employees

Advances to employees are rendered to facilitate the timely implementation of operating activities, such as advertisements, promotions and seed breeding. The amounts advanced under such arrangements totaled $123,549 and $445,648 as of June 30, 2012 and December 31, 2011, respectively.  The Company has not experienced any losses with advances to employees during its operating history, and, accordingly, has made no allowances for advances to employees.

(l) Inventories

Inventories, consisting of raw materials and finished goods acquired from third party vendors, are stated at the lower of cost or market, determined on a weighted average basis, or net realizable value. Raw materials are recognized at the purchase price, and consist primarily of seeds, fertilizers, pesticides, and packaging materials. Costs of finished goods are composed of raw materials, direct labor and an attributable portion of manufacturing overhead. Inclusive in manufacturing overhead is amortization expense of intangible assets acquired to secure certain varieties of seeds that are exclusive for the Company’s use and sale. Minimal process is applied to raw material seeds, fertilizers, and pesticides to convert them into finished goods, as raw materials are primarily in a customer usable state. Raw materials are packaged for the specification and needs of the Company’s customers, inclusive of our distributors and branded retail establishments. Inventories are accounted on a weighted average basis during the reporting period. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose. Management also regularly evaluates the composition of its inventories to identify slow-moving and obsolete inventories to determine if valuation allowance is required. The Company has not recorded an inventory reserve as of June 30, 2012 and December 31, 2011, respectively.

(m) Advance to suppliers

Advances to suppliers represent the cash paid in advance for purchasing of inventory items from suppliers. The advance payments are meant to ensure preferential pricing and delivery. The amounts advanced under such arrangements totaled $897,907 and $5,527,356 as of June 30, 2012 and December 31, 2011, respectively.

(n) Property, plant and equipment

Property, plant and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. 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 the Statements of Operations in the year of disposition. The Company examines 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.

Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows:

Buildings	20 years
Operating equipment	5 -10 years
Office equipment	3 years
Vehicles	4 years

‘  (o) Prepaid leases

Leases where substantially all the risks and rewards of ownership of assets remain with the lessor are accounted for as operating leases. Payments made under operating leases, net of any incentives received from the lessor, are charged to the consolidated Statements of Operations on a straight-line basis over the terms of the underlying lease.

The Company records lease payments at cost less accumulated amortization and the amount that is to be amortized within one year is recorded as current portion of prepaid leases. As China’s regulations prohibit companies from acquiring land use rights of farmlands, the Company entered into long term agreements with certain unrelated parties to rent land. The rental payments for the entire contract period are prepaid at the inception of leases. The rental payments are recorded as operating lease expense using the straight line method during the contract period, varying from 5 to 12 years

The operating lease expenses for the six months ended June 30, 2012 and 2011 amounted to $329,445 and $299,613, respectively, and for the three months ended June 30, 2012 and 2011 totaled $164,589 and $159,572, respectively.

(p) Impairment of long-lived assets

The Company reviews long-lived assets for impairment on an annual basis, or 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. The Company did not record any impairment charges for the three and six months ended June 30, 2012 and 2011.

(q) Income taxes

The Company is governed by the Income Tax Law and associated legislations of the People’s Republic of China.  Income taxes are accounted for under Accounting Standard Codification Topic 740 (ASC 740), “Income Taxes”, 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 the Company's financial statements or tax returns.  Current tax is the expected tax payable on the taxable income for the current year, using tax rates enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred tax assets is dependent upon future earnings, if any, of which the timing and amount are uncertain.

According to ASC 740, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition.

(r) Revenue recognition

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 recognizes revenues from the sale of seeds, fertilizers, pesticides, germicides and herbicides upon shipment to the distributors and transfer of title. All sales are FOB shipping point.

Historically, the Company has not offered sales returns to their customers or distributors subsequent to acceptance of goods by their customers or distributors. Based on previous prior year performance, the Company has not experienced significant dissatisfaction with any of their products. In certain instances, when customers or distributors reported negative results from the usage of the Company’s products, the Company has allowed credits to be issued to these customers or distributors on a limited basis. The Company issuance of credits during the three and six months ended June 30, 2012 and 2011 has been minimal. The Company has not accrued any amount with respect to such potential customer credits as of June 30, 2012 and December 31, 2011 based on the Company’s previous positive experience with products sold.

(s) Cost of goods sold

Cost of goods sold primarily consists of direct and indirect manufacturing costs, including production overhead costs.

(t) Shipping expense

Shipping costs are classified into selling and marketing expenses. For the six months ended June 30, 2012 and 2011, shipping expense totaled $679,143 and $766,403, respectively. For the three months ended June 30, 2012 and 2011, shipping expense totaled $65,234 and $59,176, respectively.

(u) Employee benefits

The Company’s operations and employees are all located in the PRC.  The Company makes mandatory contributions to the PRC government’s health, retirement benefit and unemployment funds in accordance with the relevant Chinese social security laws, which is approximately 25% of salaries. For the three months ended June 30, 2012 and 2011, the costs of these payments are charged to general and administrative expenses in the same period as the related salary costs and amounted to $48,382 and $152,271, respectively. For the six months ended June 30, 2012 and 2011, the costs of these payments are charged to general and administrative expenses in the same period as the related salary costs and amounted to $95,999 and $249,743, respectively.

(v) Advertising

Advertising is expensed as incurred and is included in selling and marketing expenses on the accompanying consolidated statement of operations. For the six months ended June 30, 2012 and 2011, advertising expense amounted to $100,144 and $378,807, respectively. For the three months ended June 30, 2012 and 2011, advertising expense amounted to $55,972 and $74,958, respectively.

(w) Accumulated other comprehensive income

Comprehensive income is comprised of net income and all changes to the Statements of Shareholders’ Equity, except those amounts due to investments by shareholders, changes in paid-in capital and distributions to shareholders. Comprehensive income for the periods ended June 30, 2012 and 2011 include net income and unrealized gains from foreign currency translation adjustments. As of June 30, 2012 and December 31, 2011 accumulated comprehensive income was $2,812,652 and $2,884,874, respectively.

(x) Related parties

Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are 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 of the Company and its management and other parties with which the Company may deal 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. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to related party.

(y) Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC 718 which requires recognition in the financing statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based payments to consultant and other third-parties, compensation expenses is determined at the “measurement date”, The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company records compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.

(z) Recent adopted accounting pronouncements

In September 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-08, Intangibles – Goodwill and Other, which simplifies how an entity is required to test goodwill for impairment. This ASU would allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The adoption of ASU 2011-08 did not have an impact on our consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. Under the amendments, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The presentation option under current GAAP to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity has been eliminated. The amendments in this Update should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted because compliance with amendments is already permitted. We already comply with this presentation.

A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, we have not determined whether implementation of such proposed standards would be material to our consolidated financial statements.

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CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $)	Jun. 30, 2012	Dec. 31, 2011
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	12,958,032	12,958,032
Common stock, shares outstanding	12,958,032	12,958,032

XML

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Substantially all of the Group’s assets and operations are located in the PRC.  The Company is self-insured for all risks and carries no liability or property insurance coverage of any kind. The Company evaluated events occurred until the date the financial statements were issued and did not note any commitments.

XML

DOCUMENT AND ENTITY INFORMATION	6 Months Ended
	Jun. 30, 2012	Aug. 08, 2012
Entity Registrant Name	Fuer International Inc.
Entity Central Index Key	0001445229
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	frxt
Entity Common Stock, Shares Outstanding		12,598,032
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2012
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2012

XML

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2012

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Basis of presentation

(a) Basis of presentation

Management acknowledges its responsibility for the preparation of the accompanying consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the years presented. The accompanying consolidated financial statements are prepared in accordance with US GAAP. This basis differs from that used in the statutory accounts in the PRC, which are prepared in accordance with the accounting principles and relevant financial regulations applicable to enterprises in the PRC. All significant intercompany accounts and transactions have been eliminated in consolidation. All necessary adjustments have been made to present the consolidated financial statements in accordance with US 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 inter-company transactions and balances have been eliminated. The financial statements include all adjustments that, in the opinion of management, are necessary to make the financial statements not misleading.

Unaudited financial statements

(b) Unaudited financial statements

The accompanying consolidated financial statements as of June 30, 2012 and for the three and six months ended June 30, 2012 and 2011 are unaudited. In the opinion of management, all necessary adjustments (which include only normal recurring adjustments) have been made to present fairly the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted. However, The Company believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2011 and 2010. The results of operations for the three and six months ended June 30, 2012 and 2011 are not necessarily indicative of the operating results to be expected for the full year ended December 31, 2012, or that which was achieved in the year ended December 31, 2011.

Principles of consolidation

(c) Principles of consolidation

Pursuant to US GAAP, Qiqihar Fuer is a VIE of Deli and the Company is the primary beneficiary of the VIE. Accordingly, Fuer have been consolidated in the Company’s financial statements.

Based on various VIE agreements, the Company is able to excise control over Qiqhar Fuer; and have the exclusive right to obtain full of the financial interests such as obtaining periodic income through Exclusive Business Cooperation Agreements and obtaining the net assets of Qiqihar Fuer through purchase of their equities at essentially no cost basis. There is no non-controlling interest held by other parties in Qiqihar Fuer, Deli and China Golden.

Business segment

(d) Business segment

The Company operates in one business segment, as a provider and distributor of field seeds and fertilizers herbicides. Our revenue is generated in our distribution to farmers, sales through our Company owned retail establishments and through our branded retail stores. Our revenue is derived exclusively from the sales of field crop seeds, fertilizers and herbicides. All Company’s sales and operations are conducted in the PRC with emphasis in the northeast of China.

Use of estimates

(e) Use of estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates in the reported financial statements include the allowance for doubtful accounts and the useful lives of property and equipment.

Foreign currency translation

(f) Foreign currency translation

The Company primarily operates in the PRC. The financial position and results of operations of the subsidiaries are determined using the local currency (“Renminbi” or “RMB”) as the functional currency.

Translation from RMB into United States dollars (“USD” or “$”) for reporting purposes is performed by translating the results of operations denominated in foreign currency at the weighted average rates of exchange during the reporting periods. Assets and liabilities denominated in foreign currencies at the balance sheet dates are translated at the market rate of exchange in effect at that date. The registered equity capital denominated in the functional currency is translated at the historical rate of exchange at the time of the capital contribution. All translation adjustments resulting from the translation of the financial statements into USD are reported as a component of accumulated other comprehensive income in shareholders’ equity. The exchange rates used in translation from RMB to USD amount were published by People’s Bank of the People’s Republic of China.

	2012	2011
Balance sheet items, except for the registered and paid-up capital and retained earnings as of June 30, 2012 and December 31, 2011	US$1=RMB 6.3089	US$1=RMB 6.2939
Amounts included in the statements of operations, and statements of cash flows for the six months ended June 30, 2012 and 2011	US$1=RMB 6.3027	US$1=RMB 6.5378

For the three months ended June 30, 2012 and 2011, foreign currency translation adjustments of $18,961 and $750,887, respectively, have been reported as comprehensive income in the consolidated financial statements and for the six months ended June 30, 2012 and 2011, foreign currency translation adjustments of ($72,222) and $620,774, respectively, have been reported as comprehensive income in the consolidated financial statements.

Fair value of financial instruments

(g) Fair value of financial instruments

The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 ”Fair Value Measurement and Disclosure ” for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash, accounts receivable, other receivable, accounts payable, other payable, and amounts due from related parties approximate their fair market value based on the short-term maturity of these instruments. As of June 30, 2012, the Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with the new accounting guidance.

ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

Cash and cash equivalents

(h) Cash

For purposes of the consolidated Statements of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company maintains cash with various financial institutions in the PRC and balances are uninsured.

Concentrations of credit risk

(i) Concentrations of credit risk

The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC's economy. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. No customer accounted for over 10% of our total sales for the three and six months ended June 30, 2012 and 2011.

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. Substantially all of the Company’s cash is maintained with state-owned banks within the PRC, and no deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.

Trade receivables, net

(j) Trade receivables

Trade receivables are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews trade receivables on a periodic basis and makes general and specific allowances when 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, customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. As of June 30, 2012 and December 31, 2011, the Company had an allowance for doubtful accounts of $232,983 and $233,538, respectively.

Advances To Employees [Policy Text Block]

(k) Advances to employees

Advances to employees are rendered to facilitate the timely implementation of operating activities, such as advertisements, promotions and seed breeding. The amounts advanced under such arrangements totaled $123,549 and $445,648 as of June 30, 2012 and December 31, 2011, respectively.  The Company has not experienced any losses with advances to employees during its operating history, and, accordingly, has made no allowances for advances to employees.

Inventories

(l) Inventories

Inventories, consisting of raw materials and finished goods acquired from third party vendors, are stated at the lower of cost or market, determined on a weighted average basis, or net realizable value. Raw materials are recognized at the purchase price, and consist primarily of seeds, fertilizers, pesticides, and packaging materials. Costs of finished goods are composed of raw materials, direct labor and an attributable portion of manufacturing overhead. Inclusive in manufacturing overhead is amortization expense of intangible assets acquired to secure certain varieties of seeds that are exclusive for the Company’s use and sale. Minimal process is applied to raw material seeds, fertilizers, and pesticides to convert them into finished goods, as raw materials are primarily in a customer usable state. Raw materials are packaged for the specification and needs of the Company’s customers, inclusive of our distributors and branded retail establishments. Inventories are accounted on a weighted average basis during the reporting period. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose. Management also regularly evaluates the composition of its inventories to identify slow-moving and obsolete inventories to determine if valuation allowance is required. The Company has not recorded an inventory reserve as of June 30, 2012 and December 31, 2011, respectively.

Advance to suppliers

(m) Advance to suppliers

Advances to suppliers represent the cash paid in advance for purchasing of inventory items from suppliers. The advance payments are meant to ensure preferential pricing and delivery. The amounts advanced under such arrangements totaled $897,907 and $5,527,356 as of June 30, 2012 and December 31, 2011, respectively.

Property, plant and equipment

(n) Property, plant and equipment

Property, plant and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. 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 the Statements of Operations in the year of disposition. The Company examines 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.

Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows:

Buildings	20 years
Operating equipment	5 -10 years
Office equipment	3 years
Vehicles	4 years

Prepaid leases

(o) Prepaid leases

Leases where substantially all the risks and rewards of ownership of assets remain with the lessor are accounted for as operating leases. Payments made under operating leases, net of any incentives received from the lessor, are charged to the consolidated Statements of Operations on a straight-line basis over the terms of the underlying lease.

The Company records lease payments at cost less accumulated amortization and the amount that is to be amortized within one year is recorded as current portion of prepaid leases. As China’s regulations prohibit companies from acquiring land use rights of farmlands, the Company entered into long term agreements with certain unrelated parties to rent land. The rental payments for the entire contract period are prepaid at the inception of leases. The rental payments are recorded as operating lease expense using the straight line method during the contract period, varying from 5 to 12 years

The operating lease expenses for the six months ended June 30, 2012 and 2011 amounted to $329,445 and $299,613, respectively, and for the three months ended June 30, 2012 and 2011 totaled $164,589 and $159,572, respectively.

Impairment of long-lived assets

(p) Impairment of long-lived assets

The Company reviews long-lived assets for impairment on an annual basis, or 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. The Company did not record any impairment charges for the three and six months ended June 30, 2012 and 2011.

Income taxes

(q) Income taxes

The Company is governed by the Income Tax Law and associated legislations of the People’s Republic of China.  Income taxes are accounted for under Accounting Standard Codification Topic 740 (ASC 740), “Income Taxes”, 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 the Company's financial statements or tax returns.  Current tax is the expected tax payable on the taxable income for the current year, using tax rates enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred tax assets is dependent upon future earnings, if any, of which the timing and amount are uncertain.

According to ASC 740, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition.

Revenue recognition

(r) Revenue recognition

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 recognizes revenues from the sale of seeds, fertilizers, pesticides, germicides and herbicides upon shipment to the distributors and transfer of title. All sales are FOB shipping point.

Historically, the Company has not offered sales returns to their customers or distributors subsequent to acceptance of goods by their customers or distributors. Based on previous prior year performance, the Company has not experienced significant dissatisfaction with any of their products. In certain instances, when customers or distributors reported negative results from the usage of the Company’s products, the Company has allowed credits to be issued to these customers or distributors on a limited basis. The Company issuance of credits during the three and six months ended June 30, 2012 and 2011 has been minimal. The Company has not accrued any amount with respect to such potential customer credits as of June 30, 2012 and December 31, 2011 based on the Company’s previous positive experience with products sold.

Cost of goods sold

(s) Cost of goods sold

Cost of goods sold primarily consists of direct and indirect manufacturing costs, including production overhead costs.

Shipping expense

(t) Shipping expense

Shipping costs are classified into selling and marketing expenses. For the six months ended June 30, 2012 and 2011, shipping expense totaled $679,143 and $766,403, respectively. For the three months ended June 30, 2012 and 2011, shipping expense totaled $65,234 and $59,176, respectively.

Employee benefits

(u) Employee benefits

The Company’s operations and employees are all located in the PRC.  The Company makes mandatory contributions to the PRC government’s health, retirement benefit and unemployment funds in accordance with the relevant Chinese social security laws, which is approximately 25% of salaries. For the three months ended June 30, 2012 and 2011, the costs of these payments are charged to general and administrative expenses in the same period as the related salary costs and amounted to $48,382 and $152,271, respectively. For the six months ended June 30, 2012 and 2011, the costs of these payments are charged to general and administrative expenses in the same period as the related salary costs and amounted to $95,999 and $249,743, respectively.

Advertising

(v) Advertising

Advertising is expensed as incurred and is included in selling and marketing expenses on the accompanying consolidated statement of operations. For the six months ended June 30, 2012 and 2011, advertising expense amounted to $100,144 and $378,807, respectively. For the three months ended June 30, 2012 and 2011, advertising expense amounted to $55,972 and $74,958, respectively.

Accumulated other comprehensive income

(w) Accumulated other comprehensive income

Comprehensive income is comprised of net income and all changes to the Statements of Shareholders’ Equity, except those amounts due to investments by shareholders, changes in paid-in capital and distributions to shareholders. Comprehensive income for the periods ended June 30, 2012 and 2011 include net income and unrealized gains from foreign currency translation adjustments. As of June 30, 2012 and December 31, 2011 accumulated comprehensive income was $2,812,652 and $2,884,874, respectively.

Related Parties [Policy Text Block]

(x) Related parties

Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are 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 of the Company and its management and other parties with which the Company may deal 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. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to related party.

Stock-based compensation

(y) Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC 718 which requires recognition in the financing statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based payments to consultant and other third-parties, compensation expenses is determined at the “measurement date”, The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company records compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.

Recently issued accounting pronouncements

(z) Recent adopted accounting pronouncements

In September 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-08, Intangibles – Goodwill and Other, which simplifies how an entity is required to test goodwill for impairment. This ASU would allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The adoption of ASU 2011-08 did not have an impact on our consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. Under the amendments, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The presentation option under current GAAP to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity has been eliminated. The amendments in this Update should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted because compliance with amendments is already permitted. We already comply with this presentation.

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CONSOLIDATED STATEMENTS OF OPERATION AND COMPHREHENSIVE INCOME (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Sales	$ 3,563,985	$ 5,855,873	$ 28,100,266	$ 28,712,721
Cost of goods sold	2,175,906	3,705,949	19,505,668	18,132,165
Gross profit	1,388,079	2,149,924	8,594,598	10,580,556
Operating and administrative expenses:
Sales and marketing	227,125	386,018	993,102	1,391,838
General and administrative	535,388	479,176	1,175,597	970,844
Total operating expenses	762,513	865,194	2,168,699	2,362,682
Income from operations	625,566	1,284,730	6,425,899	8,217,874
Other income (expenses):
Interest income	4,378	11,511	5,286	14,401
Interest expense	(16)	(58,785)	(94)	(126,597)
Non operating Income (expenses)	(4,481)	358	(4,582)	60,661
Gain from waived income tax payable	991,321	0	991,321	0
Other income (expenses), total	991,202	(46,916)	991,931	(51,535)
Income before income tax	1,616,768	1,237,814	7,417,830	8,166,339
Income tax expenses	161,758	136,787	1,621,250	1,230,145
Net income	1,455,010	1,101,027	5,796,580	6,936,194
Other comprehensive income:
Foreign currency translation (loss) adjustments	18,961	750,887	(72,222)	620,774
Comprehensive income	$ 1,473,971	$ 1,851,914	$ 5,724,358	$ 7,556,968
Earnings per share
Basic	$ 0.11	$ 0.08	$ 0.45	$ 0.54
Diluted	$ 0.11	$ 0.08	$ 0.43	$ 0.51
Weighted average number of shares issued and outstanding
Basic	12,958,032	12,958,031	12,958,032	12,958,031
Diluted	13,473,948	13,473,947	13,473,948	13,473,947

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LONG-TERM PREPAID EXPENSES

6 Months Ended

Jun. 30, 2012

Prepaid Leases [Abstract]

Prepaid Leases [Text Block]

NOTE 7 – LONG-TERM PREPAID EXPENSES

Long-term prepaid expenses primarily consist of prepaid rental expenses for six parcels of land. The prepaid rental expenses are being amortized using the straight-line method over the lease terms.

On March 30, 2010, the Company entered into an agreement with unrelated individuals to lease farm land of totaling 9.33 acres for five years. Subject to the agreement, five years of future rent totaling $38,048 was paid upon the commencement of the lease.

On April 2, 2010, the Company entered into an agreement with a certain farm to lease farm land of 100 hectares for 20 years, Subject to the agreement, total rent for the leasing period amounted to $417,235 was fully prepaid on the inception of the lease

On December 10, 2010, the Company entered into two agreements with certain farms to lease farm land of totaling 1,000 acres for 12 years. Subject to the agreement, total rent for the leasing period totaling $6,372,326 was paid upon the commencement of the lease.

The Company’s prepaid leases are prepayments for leased land. As of June 30, 2012 and December 31, 2011, details about prepaid leases were:

	June 30,			December 31,
	2012			2011
	(Unaudited)
Prepaid leases	$	7,416,001		$	7,433,675
Amortization of prepaid leases		(991,448	)		(663,904	)
		6,424,553			6,769,771
Less: Current portion of prepaid leases		(642,184	)		(660,637	)
Long term portion of prepaid leases	$	5,782,369		$	6,109,134

Amortization expense of long-term prepaid expenses for the six months ended June 30, 2012 and 2011 were $329,445 and $299,613 respectively. Amortization expense of long-term prepaid expenses for the three months ended June 30, 2012 and 2011 were $164,589 and $159,572, respectively.

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INTANGIBLE ASSETS, NET

6 Months Ended

Jun. 30, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets Disclosure [Text Block]

NOTE 6 – INTANGIBLE ASSETS, NET

The Company's intangible assets are purchased intellectual property on seed varieties and have a 10 years useful life. As of June 30, 2012 and December 31, 2011, the balances of net intangible assets were $708,258 and $589,883, respectively. Amortization expense of intangible assets for the six months ended June 30, 2012 and 2011 were $102,231 and $192,861 respectively. Amortization expense of intangible assets for the three months ended June 30, 2012 and 2011 were $59,807 and $179,304 respectively.

Expected future amortization for intangible assets is as follows:

2012	$	137,002
2013		273,212
2014		85,382
2015		56,587
2016		36,840
Thereafter		119,235
	$	708,258

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PROPERTY, PLANT AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2012

Property, Plant and Equipment Exculding Construction In Progress [Abstract]

Property, Plant and Equipment [Table Text Block]

As of June 30, 2012 and December 31, 2011, the following are the details of the property and equipment:

	June 30,			December 31,
	2012			2011
	(Unaudited)
Property and Plant	$	3,636,645		$	3,645,312
Operations Equipment		87,786			82,672
Office Equipment		806,176			791,097
Vehicles		166,256			156,834
		4,696,863			4,675,915
Accumulated Depreciation		(1,412,273	)		(1,283,115	)
Total	$	3,284,590		$	3,392,800

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ORGANIZATION AND NATURE OF OPERATION (Tables)

6 Months Ended

Jun. 30, 2012

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Organization Consolidation and Presentation Of Financial Statements Disclosure [Table Text Block]

The effect of the Share Exchange is such that effectively a reorganization of the entities has occurred for accounting purposes and is deemed to be a reverse acquisition. Subsequent to the Share Exchange the financial statements presented are those of a consolidated China Golden and its subsidiaries, including their VIE, as if the Share Exchange had been in effect retroactively for all periods presented.

Name	Domicile and Date of Incorporation	Paid-in Capital		Percentage of Effective Ownership	Principal Activities
Fuer International Inc. (formerly known as “Forex365 Inc.”)	February 8, 1984, Nevada	USD	12,958	56.55%  owned by Oriental Agriculture Inc., 43.45% owned by other institutional and individual investors.	Investment Holding
China Golden Holdings, Ltd.	November 30, 2009, British Virgin Island	USD	50,000	100% owned by Fuer International Inc.	Investment Holding
Qiqihar Deli Enterprise Management Consultancy Co., Ltd.	February 10, 2010, PRC	USD	2,100,000	100% owned by China Golden	Advisory
Qiqihar Fuer Agronomy Inc.	March 18, 2003, PRC	RMB	35,100,000	100% owned by Zhang Li and Liu Yuhua Deemed as a variable interest entity through contractual agreements with Deli, See description below	Production and distribution of seeds, fertilizers and distribution of pesticides, germicides and herbicides

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SHAREHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2012

Stockholders Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

NOTE 10 – SHAREHOLDERS’ EQUITY

On June 9, 2010 Fuer International approved a 1 for 64 reverse stock split prior to the Share Exchange. The reverse split does not result in any modification of the rights of shareholders, and has no effect on shareholders' equity except for a transfer from stated capital to additional paid-in capital. The Company effected the amendments in connection with the consummation of the transactions contemplated by that certain Share Exchange Agreement pursuant to which the Registrant acquired all of the issued and outstanding shares of stock of China Golden Holdings, Ltd.

On June 17, 2010, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Allied Merit International Investment Inc. (the “Investor”) for the sale of an aggregate of 1,018,868 common shares (the “Investor Shares”), and warrants to purchase 873,315 common shares of the Company, for aggregate gross proceeds equal to $2,500,000 (the “Offering”). The warrants are exercisable at $2.58 per common share, have a three year life time and a cashless exercise feature. In connection with the Offering, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor, in which we agreed to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) within 60 calendar days of the Closing Date of the Offering to register for resale the Investor Shares and the shares underlying the warrants,  and to have the Registration Statement become effective within 150 days of the Closing Date of the Offering. The investor issued a written waiver of the registration rights on November 15, 2010. As of June 30, 2012 and December 31, 2011, the warrants did not have intrinsic value.

As the parties in the above mentioned transaction were not related, the total amount of the proceeds was deemed to be fair value of the common shares and warrants issued. Common shares issued were valued at total proceeds minus the fair value of the warrants. Management is responsible for determining the fair value of the warrant, as of the grant date. The fair value of the warrants issued is estimated on the date of grant using the Black-Scholes option valuation model to be $849,852. The valuation was based on the assumptions noted in the following table.

Expected volatility	112.2	%
Expected dividends	0	%
Expected term (in years)	3
Risk-free rate	2.2	%

Balances of warrants issued and outstanding as of June 30, 2012 and December 31, 2011 are summarized as follows:

	Number of Warrants		Weighted Average Exercise Price
Balance of warrants issued and outstanding at December 31, 2010		-	$	-
Issued		873,315		2.58
Exercised		-		-
Forfeited		-		-
Balance of warrants issued and outstanding at December 31, 2011		873,315		2.58
Issued		-		-
Exercised		-		-
Forfeited		-		-
Balance of warrants issued and outstanding at June 30, 2012		873,315	$	2.58

The following table summarizes the shares of the Company's common stock issuable upon exercise of warrants outstanding at June 30, 2012:

Warrants Outstanding								Warrants Exercisable
Range of Exercise Price		Number Outstanding at June 30, 2012		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number Exercisable at June 30, 2012		Weighted Average Exercise Price
$	2.58		873,315		0.96	$	2.58		873,315	$	2.58

In connection with the warrants granted under the Purchase Agreement, the warrants have a price adjustment feature if the Company should issue additional shares of common stock at a lower price than the exercise price in effect when such warrants were granted, at any time prior to the eighteen month anniversary of the Securities Purchase Agreement dated June 15, 2010. If additional shares should be issued at a lower price the Company might have account for these warrants in accordance with the Derivative and Hedging Topic of ASC 815. If the warrants are determined not to have a scope exception under ASC Section 815-10-15, and the warrants are determined to not be indexed to the Company’s common stock, these warrants may be reclassified from equity to a derivative liability for their future fair market value at the time the Company should issue common shares below the original exercise price of 2.58 for such warrants. The valuation of warrants, if they are deemed to be a derivative liability, would be valued at fair market value and adjusted during each reporting period subsequent to reclassification to a derivative liability from that of an equity instrument.

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES

6 Months Ended

Jun. 30, 2012

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expense comprised of accounts payable, salary payables, and welfare payables. At June 30, 2012 and December 31, 2011, accounts payables and accrued expenses were $1,118,949 and $337,782, respectively.

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EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2012

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

NOTE 9 – EARNINGS PER SHARE

When calculating diluted earnings per share for common stock equivalents, the Earnings Per Share Topic, ASC 260, requires the Company to include the potential shares that would be outstanding if all outstanding stock options or warrants were exercised. This is offset by shares the Company could repurchase using the proceeds from these hypothetical exercises to calculate common stock equivalents.

The following reconciles the components of the EPS computation:

	Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount
For the six months ended June 30, 2012:
Net income
Basic EPS income available to common shareholders	$	5,796,580		12,958,032	$	0.45
Effect of dilutive securities:
Warrants		-		515,916		-
Diluted EPS income available to common shareholders	$	5,796,580		13,473,948	$	0.43
For the six months ended June 30, 2011:
Net income
Basic EPS income available to common shareholders	$	6,936,194		12,958,031	$	0.54
Effect of dilutive securities:
Warrants		-		515,916		-
Diluted EPS income available to common shareholders	$	6,936,194		13,473,947	$	0.51

For the three and six months ended June 30, 2012 and 2011, all options and warrants were included the calculation of diluted earnings.

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STATUTORY RESERVES

6 Months Ended

Jun. 30, 2012

Statutory Reserves [Abstract]

Statutory Reserves [Text Block]

NOTE 11 – STATUTORY RESERVES

The Company is required to make appropriations to reserve funds, comprising the statutory surplus reserve, statutory public welfare fund and discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriation to the statutory surplus reserve should be at least 10% of the after tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entities’ registered capital or members’ equity. Appropriations to the statutory public welfare fund are at a minimum of 5% of the after tax net income determined in accordance with PRC GAAP. Appropriations are made based on annual net income after the end of each fiscal year of PRC enterprises. Commencing on January 1, 2006, the new PRC regulations waived the requirement for appropriating retained earnings to the statutory public welfare fund. Fuer elected not to made discretionary surplus reserves since its establishment. For the six months ended June 30, 2012 and 2011, retained earnings that are restricted for appropriation to statutory reserves were $247,225 and $0, respectively. The table below summarizes the statutory reserves:

	For the Six Months Ended
	June 30,
	2012			2011
Registered capital of Chinese operating entity	$	6,608,427		$	6,608,427
Maximum reserve rate required		50	%		50	%
Maximum statutory reserved required by law		3,304,213			3,304,213
Statutory reserves		(2,522,455	)		(1,682,673	)
Unfunded statutory reserves	$	781,758		$	1,621,540

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TRADE RECEIVABLES (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Trade receivables	$ 9,202,348	$ 1,529,834
Less: Allowance for doubtful accounts	(232,983)	(233,538)
Trade receivables, net	$ 8,969,365	$ 1,296,296

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TRADE RECEIVABLES (Tables)

6 Months Ended

Jun. 30, 2012

Receivables [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

As of June 30, 2012 and December 31, 2011 accounts receivable consisted of the following:

	June 30,			December 31,
	2012			2011
	(Unaudited)
Trade receivables	$	9,202,348		$	1,529,834
Less: Allowance for doubtful accounts		(232,983	)		(233,538	)
	$	8,969,365		$	1,296,296

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EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2012

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The following reconciles the components of the EPS computation:

	Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount
For the six months ended June 30, 2012:
Net income
Basic EPS income available to common shareholders	$	5,796,580		12,958,032	$	0.45
Effect of dilutive securities:
Warrants		-		515,916		-
Diluted EPS income available to common shareholders	$	5,796,580		13,473,948	$	0.43
For the six months ended June 30, 2011:
Net income
Basic EPS income available to common shareholders	$	6,936,194		12,958,031	$	0.54
Effect of dilutive securities:
Warrants		-		515,916		-
Diluted EPS income available to common shareholders	$	6,936,194		13,473,947	$	0.51

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STATUTORY RESERVES (Details Textuals) (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Appropriations To Statutory Reserve Descriptions	Appropriation to the statutory surplus reserve should be at least 10% of the after tax net income determined in accordance with the PRC GAAP until the reserve is equal to 50% of the entities'' registered capital or members'' equity.
Appropriations To Statutory Public Welfare Fund Minimum	5.00%
Appropriations To Statutory Reserve	$ 247,225	$ 0

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LONG-TERM PREPAID EXPENSES (Details Textuals) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Mar. 31, 2010 Nine Point Three Three Acre Farm Land Lease [Member]	Apr. 02, 2010 Hundered Hectare Farm Land Lease [Member]	Dec. 10, 2010 Thousand Acres Farm Land Lease [Member]
Amortization Of Prepaid Lease	$ 164,589	$ 159,572	$ 329,445	$ 299,613
Prepaid Rent					$ 38,048	$ 417,235	$ 6,372,326

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CONSLIDATED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash flow from operating activities:
Net income	$ 5,796,580	$ 6,936,194
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation	132,339	123,767
Amortization of intangible assets and prepaid leases	431,676	355,531
Gain from waived income tax payable	(991,321)	0
Changes in current assets and liabilities
Trade receivables	(7,683,702)	(418,282)
Advances to employees	321,352	(222,565)
Inventories	6,152,578	7,784,182
Advances to suppliers	4,620,849	1,059,909
Prepaid leases	0	(241,399)
Biological assets	0	(265,010)
Accounts payable and accrued expenses	782,665	1,291,615
Advances from customers	(944,722)	0
Other payables	0	(261,374)
Income tax payables	1,476,611	499,478
Net cash provided by operating activities	10,094,905	16,642,046
Cash flow from investing activities:
Purchase of property plant, and equipment	(32,097)	(430,400)
Purchase of intangible assets	(222,127)	(328,857)
Net cash used in investing activities	(254,224)	(759,257)
Cash flow from financing activities:
Repayment of short-term loans	0	(764,783)
Net cash used in financing activities	0	(764,783)
Effect of exchange rate on cash	(18,762)	217,797
Net increase in cash and cash equivalents	9,821,919	15,335,803
Cash and cash equivalents - beginning of period	3,848,413	2,454,583
Cash and cash equivalents - ending of period	13,670,332	17,790,386
Supplemental disclosure of cash flow information
Interest paid	78	104,476
Income taxes paid	$ 9,107	$ 730,514

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PROPERTY, PLANT AND EQUIPMENT

6 Months Ended

Jun. 30, 2012

Property, Plant and Equipment Exculding Construction In Progress [Abstract]

Property, Plant and Equipment Exculding Construction In Progress [Text Block]

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

As of June 30, 2012 and December 31, 2011, the following are the details of the property and equipment:

	June 30,			December 31,
	2012			2011
	(Unaudited)
Property and Plant	$	3,636,645		$	3,645,312
Operations Equipment		87,786			82,672
Office Equipment		806,176			791,097
Vehicles		166,256			156,834
		4,696,863			4,675,915
Accumulated Depreciation		(1,412,273	)		(1,283,115	)
Total	$	3,284,590		$	3,392,800

Depreciation expense for the six months ended June 30, 2012 and 2011 were $132,339 and $123,767, respectively. Depreciation expense for the three months ended June 30, 2012 and 2011 were $66,001 and $63,538, respectively.

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SHAREHOLDERS' EQUITY (Tables)

6 Months Ended

Jun. 30, 2012

Stockholders Equity Note [Abstract]

Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions [Table Text Block]

The valuation was based on the assumptions noted in the following table.

Expected volatility	112.2	%
Expected dividends	0	%
Expected term (in years)	3
Risk-free rate	2.2	%

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

Balances of warrants issued and outstanding as of June 30, 2012 and December 31, 2011 are summarized as follows:

	Number of Warrants		Weighted Average Exercise Price
Balance of warrants issued and outstanding at December 31, 2010		-	$	-
Issued		873,315		2.58
Exercised		-		-
Forfeited		-		-
Balance of warrants issued and outstanding at December 31, 2011		873,315		2.58
Issued		-		-
Exercised		-		-
Forfeited		-		-
Balance of warrants issued and outstanding at June 30, 2012		873,315	$	2.58

Schedule Of Stock Holders Equity Note Range Of Exercise Warrants Or Rights [Table Text Block]

The following table summarizes the shares of the Company's common stock issuable upon exercise of warrants outstanding at June 30, 2012:

Warrants Outstanding								Warrants Exercisable
Range of Exercise Price		Number Outstanding at June 30, 2012		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number Exercisable at June 30, 2012		Weighted Average Exercise Price
$	2.58		873,315		0.96	$	2.58		873,315	$	2.58

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INTANGIBLE ASSETS, NET (Details) (USD $)	Jun. 30, 2012
For the remaining period of 2011	$ 137,002
2012	273,212
2013	85,382
2014	56,587
2015	36,840
Thereafter	119,235
Finite-Lived Intangible Assets, Net	$ 708,258

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2012

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Schedule Of Foreign Currency Exchange Rate Translation [Table Text Block]

The exchange rates used in translation from RMB to USD amount were published by People’s Bank of the People’s Republic of China.

	2012	2011
Balance sheet items, except for the registered and paid-up capital and retained earnings as of June 30, 2012 and December 31, 2011	US$1=RMB 6.3089	US$1=RMB 6.2939
Amounts included in the statements of operations, and statements of cash flows for the six months ended June 30, 2012 and 2011	US$1=RMB 6.3027	US$1=RMB 6.5378

Property Plant and Equipment Estimated Useful Lives [Table Text Block]

Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows:

Buildings	20 years
Operating equipment	5 -10 years
Office equipment	3 years
Vehicles	4 years