Vantone International Group, Inc. - FORM 10-Q

Attached files

file	filename
EX-31 - RULE 13A-14(A) CERTIFICATION - CEO AND CFO - Vantone International Group, Inc.	vnti10q20091231ex31.htm
EX-32 - RULE 13A-14(B) CERTIFICATIONS - CEO AND CFO - Vantone International Group, Inc.	vnti10q20091231ex32.htm

U. S. Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2009

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

For the transition period from _____ to _____

Commission File No. 0-28683

VANTONE INTERNATIONAL GROUP, INC.

(Name of Registrant as Specifiedin its Charter)


Nevada	41-1954595
(State or Other Jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

NO. 195 ZHONGSHAN RD, HEPING DISTRICT

SHENYANG, LIAONING PROVINCE

PEOPLE’S REPUBLIC OF CHINA

(Address of principal executive offices)

86-24-2286-6686

(Registrant’s telephone number including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 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 ____ No _____

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

Indicate 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 Small reporting company [X]

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date: On February 11, 2009, there were 29,901,000 shares of Common Stock, par value $.001 per share, outstanding.

VANTONE INTERNATIONAL GROUP, INC.

(formerly SENIOR OPTICIAN SERVICE, INC.)

FORM 10-Q

QUARTERLY PERIOD ENDED DECEMBER31, 2009

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1: Financial Statements		3

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations		20

Item 3: Quantitative and Qualitative Disclosures about Market Risk		23

Item 4: Controls and Procedures		23

PART II - OTHER INFORMATION
Item 1A: Risk Factors		23

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds		24

Item 6: Exhibits		24

Part I

Financial Information

Item 1. Financial Statements

Vantone International Group, Inc. (f/k/a Senior Optician Services Inc.) and Subsidiaries
Condensed Consolidated Balance Sheets

	December 31, 2009		March 31, 2009
Assets	(Unaudited)		(Audited)
Current Assets
Cash and equivalents	$	2,825,472	$	1,441,411
Accounts receivable		407,956		886,539
Advanced to suppliers		103,610		10,037
Inventories		656,571		405,030
Advanced to stockholders/officers, net		2,367,885		371,354
Loan to related parties, net		-		148,092
Prepayments and other current assets		249,864		1,785,393
Deferred income tax assets-current		256,947		181,873
Total Current Assets		6,868,305		5,229,729

Property and Equipment - Net		3,109,434		3,190,850
Deferred Income Tax Assets-Noncurrent		958		691
Total Assets		9,978,697		8,421,270

Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses		578,995		155,138
Customer deposits		309,692		8,540
Taxes payable		389,599		85,038
Other current liabilities		229,103		13,448
Total Current Liabilities		1,507,389		262,164

Total Liabilities		1,507,389		262,164

Stockholders' Equity
Common stock - $0.001 par value, 100,000,000 shares
authorized, 29,901,000 shares issued and outstanding *		29,901		29,901
Additional paid-in capital		1,919,899		1,914,891
Reserve funds		720,716		630,710
Retained earnings		5,071,015		4,767,563
Accumulated other comprehensive income		657,650		651,018
Total Vantone International Group, Inc. Stockholders' Equity		8,399,181		7,994,083
Noncontrolling interest		72,127		165,023
Total Equity		8,471,308		8,159,106

Total Liabilities and Stockholders' Equity	$	9,978,697	$	8,421,270

*: As restated to show recapitalization.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-1

Vantone International Group, Inc. (f/k/a Senior Optician Services Inc.) and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)

	For Fiscal Three Months Ended December 31,						For Fiscal Nine Months Ended December 31,
	2009			2008			2009			2008
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues
Products sold	$	480,309		$	71,816		$	4,407,340		$	1,619,318
Service rendered		24,087			47,873			270,119			173,645
Franchise joining fees		439			-			2,196			-
Total Revenues		504,835			119,689			4,679,655			1,792,963

Cost of Goods Sold
Products sold		298,420			20,348			2,641,347			348,685
Service rendered		20,303			47,159			264,048			104,594
Franchise joining fees		22			-			120			-
Total Cost of Good Sold		318,745			67,507			2,905,515			453,279

Gross Profit		186,090			52,182			1,774,140			1,339,684

Operating Expenses
Selling expenses		82,857			27,541			287,488			384,455
General and administrative expenses		286,442			284,836			951,339			816,850
Total Operating Expenses		369,299			312,377			1,238,827			1,201,305

(Loss) Income From Operations		(183,209	)		(260,195	)		535,313			138,379

Other Expenses
Interest income, net		1,492			4,296			4,932			11,603
Other income (expenses), net		106,501			(4,594	)		107,462			(16,843	)
Loss on inventories disposal		(4,253	)		-			(10,478	)		-
Loss on fixed assets disposal		(6,043	)		(33,735	)		(6,043	)		(48,373	)
Total Other Income (Expenses)		97,697			(34,033	)		95,873			(53,613	)

(Loss) Income Before Taxes		(85,512	)		(294,228	)		631,186			84,767
Provision for Income Taxes		12,508			(30,827	)		252,375			103,492
(Loss) Income Before Noncontrolling Interest		(98,020	)		(263,401	)		378,811			(18,725	)

Less: Net Loss attributable to the noncontrolling interest		(4,423	)		(7,307	)		(14,647	)		(19,760	)

Net (Loss) Income Attributable to Vantone International
Group, Inc.	$	(93,597	)	$	(256,094	)	$	393,458		$	1,035

Net (Loss) Income Per Common Share:
- Basic and Diluted	$	(0.00	)	$	(0.01	)	$	0.01		$	0.00

Weighted Common Shares Outstanding *
- Basic and Diluted		29,901,000			29,901,000			29,901,000			29,901,000

*: As restated to show recapitalization.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

Vantone International Group, Inc. (f/k/a Senior Optician Services Inc.) and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Unaudited)


	For Fiscal Nine Months Ended December 31,
	2009		2008
	(Unaudited)		(Unaudited)
Net Income Before Noncontrolling Interest	$	378,811	$	(18,725	)
Other Comprehensive Income:
Foreign Currency Translation Income		6,632		165,996
Comprehensive Income	$	385,443	$	147,271


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

Vantone International Group, Inc. (f/k/a Senior Optician Services Inc.) and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equity (Loss) (Unaudited)
For Nine Months Ended December 31, 2009

	Vantone International Group, Inc. Stockholders' Equity
										Return
										Earnings			Other
	Common Stock				Additional Paid					(Accumulated			Comprehensive		Noncontrolling
	Shares		Amount		-in Capital			Reserve Fund		Deficit)			Income (Loss)		Interest			Total

Balance as of March 31, 2008		29,901,000	$	29,901	$	2,332,387		$	569,325	$	4,676,121		$	462,403	$	183,122		$	8,253,259

Sold Two Subsidiaries to Related Interest Parties		-		-		(417,496	)		-		-			-		-			(417,496	)

Liyuan Reserve Fund Prior to April 24, 2008		-		-		-			3,004		-			-		-			3,004

Reserve Fund		-		-		-			58,381		(58,381	)		-		-			-

Net Income		-		-		-			-		149,823			-		(18,099	)		131,724

Foreign Currency Translation Gain		-		-		-			-		-			188,615		-			188,615

Balance as of March 31, 2009		29,901,000	$	29,901	$	1,914,891		$	630,710	$	4,767,563		$	651,018	$	165,023		$	8,159,106

Purchase Stock from Minority Stockholders		-		-		5,008			-		-			-		(78,249	)		(73,241	)

Reserve Fund		-		-		-			90,006		(90,006	)		-		-			-

Net Income		-		-		-			-		393,458			-		(14,647	)		378,811

Foreign Currency Translation Gain		-		-		-			-		-			6,632		-			6,632

Balance as of December 31, 2009		29,901,000	$	29,901	$	1,919,899		$	720,716	$	5,071,015		$	657,650	$	72,127		$	8,471,308


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

Vantone International Group, Inc. (f/k/a Senior Optician Services Inc.) and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)

	For Fiscal Nine Months Ended December 31,
	2009			2008
	(Unaudited)			(Unaudited)
Cash Flows From Operating Activities
Net Income	$	393,458		$	1,035
Adjustments to Reconcile Net Income to Net Cash
Provided by (Used in) Operating Activities
Depreciation		120,727			126,402
Net loss attributable to noncontrolling interest		(14,647	)		(19,760	)
Deferred income tax benefits		(80,062	)		(80,164	)
Loss on counting inventory		10,478			-
Loss on disposal of fixed assets		6,043			48,373
Changes in operating assets and liabilities:
Accounts receivable		478,978			(3,857	)
Advanced to suppliers		(93,473	)		-
Inventories		(261,384	)		(142,293	)
Prepayments and other current assets		231,562			(777,585	)
Accounts payable and accrued expenses		423,297			(88,584	)
Accounts payable - related parties		-			(133,995	)
Customer deposit		300,852			(430,097	)
Taxes payable		304,184			(76,564	)
Other current liabilities		215,433			2,637
Net Cash Provided by (Used in) Operating Activities		2,035,446			(1,574,452	)

Cash Flows From Investing Activities
Payment for goodwill		-			(41,824	)
Payment for purchase of property and equipment		(42,309	)		(170,560	)
Proceeds from related parties return loan		760,983			944,950
Payment to related parties		(612,747	)		(71,593	)
Net Cash Provided by Investing Activities		105,927			660,973

Cash Flows From Financing Activities
Payment to acquired subsidiaries of variable interest entities		-			(414,478	)
Payment for acquired noncontrolling interest		(73,241	)		-
Proceeds from stockholders/officers return advances		137,057			1,322,662
Payment to stockholders/officers		(831,031	)		(44,282	)
Net Cash (Used in) Provided by Financing Activities		(767,215	)		863,902

Net Increase (Decrease) in Cash and Equivalents		1,374,158			(49,577	)
Effect of Exchange Rate Changes on Cash		9,903			231
Cash and Equivalents at Beginning of Period		1,441,411			2,332,659
Cash and Equivalents at End of Period	$	2,825,472		$	2,283,313

Supplemental Disclosures of Cash Flow Information:
Interest paid	$	-		$	-
Income taxes paid	$	162,509		$	253,657

Supplemental Schedule of Non-Cash Investing and Financing Activities:
Other receivable converted to stockholders/officers loan	$	(1,304,208	)	$	-
Recorded deferred interest expenses for discount on loan to related parties	$	(37,986	)	$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-5

Vantone International Group, Inc. (f/k/a Senior Optician Services Inc.) and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Interim financial statements:

The unaudited condensed consolidated financial statements of Vantone International Group, Inc. (formerly “Senior Optician Service Inc.”) and subsidiaries (the "Company") have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the requirements for reporting on Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. However, the information included in these interim financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The consolidated balance sheet information as of March 31, 2009 was derived from the audited consolidated financial statements included in the Company's Annual Report on Form 10-K. These interim financial statements should be read in conjunction with that report.

The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated.

Organization and Nature of Operations

As permitted by Nevada General Corporation Law, in order to better represent the Company’s business, the Company has adopted a resolution to change the name of the Company from Senior Optician Service Inc. (“Senior Optician”) to “Vantone International Group, Inc.” (“Vantone International”) The Certificate of Amendment of Certificate of Incorporation was filed on August 4, 2009, effective on August 17, 2009.

On May 14, 2009, Senior Optician acquired all of the outstanding capital stock of Vantone USA, Inc. (formerly: Vantone International Group Inc.) (“Vantone USA”)

Vantone USA was incorporated under the laws of Nevada on December 5, 2007. It is a holding company that has owned 100% of the equity in Shenyang Vantone Healthcare Products Manufacturing Co., Ltd. (“Vantone Manufacturing”) since July 14, 2008. Most of Vantone USA’s activities are conducted through its wholly own subsidiary, Vantone Manufacturing, and Vantone Manufacturing’s variable interest entities in The People’s Republic of China (“PRC”).

Upon completion of the Share Exchange, there were 29,901,000 shares of Vantone International (formerly “Senior Optician”) common stock issued and outstanding. The recapitalizations are described in further detail in Note 11 to the accompanying consolidated financial statements.

Vantone International (formerly “Senior Optician”), Vantone USA, Vantone Manufacturing, and all of Vantone Manufacturing’s variable interest entities listed below will be called “the Company” in the accompanying unaudited condensed consolidated financial statements.

F-6

Vantone Manufacturing

Vantone Manufacturing is a foreign owned enterprise that was incorporated under the laws of LiaoNing Province in the PRC on January 9, 2007. Vantone Manufacturing was incorporated under the name “Shenyang Vantone Healthcare Food Co., Ltd.,” but adopted its current name on June 20, 2007. Its registered term of operations is fifteen years, from January 9, 2007 to January 8, 2022. Vantone Manufacturing engages in manufacturing, processing, and marketing of daily commodities, water purifying equipment, and kitchen and bath equipment. Up to March 2008, Vantone Manufacturing had outsourced all of its manufacturing activities to enterprises in the PRC that are dedicated to manufacturing products exclusively for Vantone Manufacturing.

Entrusted Management of Vantone Yuan

On April 1, 2007, Vantone Manufacturing signed three agreements (Entrusted Management Agreement, Proxy Agreement, and Purchase Option and Cooperation Agreement) with the shareholders of Shenyang Vantone Yuan Trading Co., Ltd. (“Vantone Yuan”). Vantone Yuan is a private enterprise that was incorporated under the laws of LiaoNing Province. It was incorporated under the name “Shenyang Tongbida Trading Co., Ltd.,” but adopted its current name on June 21, 2007. The Entrusted Management Agreement stipulates that Vantone Manufacturing will enjoy all of the profits and bear all of the losses arising from the business of Vantone Yuan during Vantone Manufacturing’s management period. The effective terms of these agreements are ten years starting from April 1, 2007. The terms may be extended by the written agreement among the parties upon the expiration of the agreement. By reason of the Entrusted Management Agreement and its ancillary agreements, Vantone Manufacturing is considered to be the primary beneficiary of the business of Vantone Yuan. Therefore the financial statements of Vantone Yuan and its subsidiaries are required to be consolidated with the financial statements of Vantone Manufacturing, in accordance with accounting principles generally accepted in the United States (“US GAAP”). See Note 11 for detailed information regarding the Entrusted Management Agreements.

Vantone Yuan engages in the distribution and sale of daily commodities, consumer electronics, home appliances, health and beauty products and equipment. It also engages in the import/export of various merchandise and technologies through a self-conducted trade model or agency arrangement. In March and October 2008, Vantone Yuan established a branch office in Jilin Province and in Heilongjiang Province, respectively. Both offices engage in the distribution and sales of daily commodities, and are licensed by the Industry and Commercial Bureau of the PRC to operate until March 29, 2012.

During the periods covered by these financial statements, Vantone Yuan also operated through the following subsidiaries:

Kang Ping Vantone Trading Co., Ltd (“Kang Ping”) and Kang Ping Vantone Yuan Trading Co., Ltd., (“Kang Ping Vantone Yuan”) which were incorporated under the laws of LiaoNing Province in the PRC on March 20, 2008 and December 23, 2008, respectively. Vantone Yuan owned 100% of the registered capital of both subsidiaries. They each engaged in the distribution and sales of daily commodities, consumer electronics, home appliances, and also engaged in the import/export of various merchandise and technologies through a self-conducted trade model or agency arrangement in Kangping County of Shenyang District. Kang Ping Vantone Yuan filed a cancelation of registration of incorporation with KangPing County Industrial and Commercial Bureau in July 2009, effective on October 29, 2009.

F-7

Shenyang Vantone Liyuan Trading Co., Ltd. (“Liyuan”), in which Vantone Yuan had a 36.36% ownership interest from December 3, 2007 to April 24, 2008, and had a 100% ownership interest since April 24, 2008. Because Vantone Yuan did not have majority control over Liyuan during the year ended March 31, 2008, Vantone Yuan recorded its investment in Liyuan by the equity method for the year ended March 31, 2008. However, since acquiring 100% ownership of Liyuan on April 24, 2008 (which was approved by the Industrial and Commercial Bureau in Shenyang PRC on April 30, 2008), Vantone Yuan has consolidated Liyuan’s financial results with its own. Liyuan engaged in the distribution and sales of daily commodities, and also engaged in the import/export of various merchandise and technologies through a self-conducted trade model or agency arrangement. Liyuan filed a cancelation of registration of incorporation with Shenyang City Industrial and Commercial Bureau in August 2009, effective on October 23, 2009.

Liaoning Vantone Insurance Agent Co., Ltd. (“Vantone Insurance”), in which Vantone Yuan has held a 78% ownership interest since November 16, 2007. On June 8, 2009 Vantone Yuan purchased a 10% ownership interest from other shareholder. Therefore Vantone Yuan has held a 88% ownership interest since this change. Vantone Insurance engages in the insurance agency business, mainly representing the insurance products of New China Life Insurance Co., Ltd. and Ping An Insurance Corporation in the Shenyang District of the PRC.

Jilin Qunfeng Insurance Agent Co., Ltd. (“Qunfeng”), in which Vantone Yuan held a 100% ownership interest after its acquisition was approved on September 26, 2008 by the Jilin Industrial and Commercial Bureau of the PRC. Qunfeng is an insurance agency company in Jilin Province that mainly represents the property insurance products of Sunshine Property and Casualty Insurance Co., Ltd. and An Hua Agricultural Insurance Co., Ltd. However, on March 30, 2009 the Jilin Industrial and Commercial Bureau of the PRC approved the transfer of Vantone Yuan‘s ownership of Qunfeng to Mr. Honggang Yu, Chairman of Vantone Yuan, and Mrs. Hongfen Cao.

Heilongjiang DiAn Insurance Agent Co., Ltd (“DiAn”), which Vantone Yuan purchased for 500,000 RMB (approximately $73,099) on September 26, 2008. This acquisition had been approved by the Heilongjiang Industrial and Commercial Bureau of the PRC on October 23, 2008. However, DiAn did not receive the correct amended business operation certificate until January 8, 2009. DiAn engages in the insurance agency business, mainly representing the insurance products of TaiPing Insurance Co. and Sunlight Agricultural Mutual Insurance Co. in Helongjiang Province. However, on March 26, 2009 the Heilongjiang Industrial and Commercial Bureau of the PRC approved the transfer of Vantone Yuan’s ownership of DiAn to Mr. Honggang Yu, Chairman of Vantone Yuan, and Mrs. Hongfen Cao.

F-8

Basis of Presentation

a.	Fiscal Year

The Company’s fiscal year ends on March 31. The accompanying condensed consolidated financial statements of operations and cash flows included activities for the nine months ended December 31, 2009 and 2008, respectively.

b.	Principle of Consolidation

The accompanying consolidated financial statements present the financial position, results of operations and cash flows of the Company and all entities in which the Company has a controlling voting interest. The condensed consolidated financial statements also include the accounts of any variable interest entities in which the Company is considered to be the primary beneficiary and such entities are required to be consolidated in accordance with accounting principles generally accepted in the United States (“US GAAP”). These condensed consolidated financial statements include the financial statements of Vantone International (formerly “Senior Optician”), Vantone USA, Vantone Manufacturing, and Vantone Manufacturing’s variable interest entities. All significant intercompany transactions and balances are eliminated in consolidation.

The accompanying consolidated financial statements are prepared in accordance with US GAAP. This basis of accounting differs from that used in the statutory accounts of some of the Company’s subsidiaries, which were prepared in accordance with the accounting principles and relevant financial regulations applicable to enterprises with foreign investment in the PRC (“PRC GAAP”). Necessary adjustments made to the subsidiary statutory accounts to conform to US GAAP were included in these consolidated financial statements.

Summary of Significant Accounting Policies

a.	Use of Estimates

The preparation of condensed consolidated financial statements in conformity with accounting principal generally accepted in United States requires management to make estimates and assumptions that affect the amount reported in the consolidated financial statements and the accompany notes. Actual results could differ from those estimates.

b.	Foreign Currency Translation

The accompanying unaudited condensed consolidated financial statements are presented in United States dollars. The Company’s functional currency is the Renminbi (“RMB”). The consolidated financial statements are translated to U.S. dollars using year-end rates of exchange for assets and liabilities, average rates of exchange for the period for revenues, costs, and expenses, and historical capital contribution rate of exchange for capital contribution. Net gains and losses resulting from foreign exchange transactions are included in the statements of operations.

F-9

The following rates are used in translating the RMB to the U.S. Dollar presentation disclosed in these condensed consolidated financial statements for the nine months ended December 31, 2009 and 2008, respectively.

		For Fiscal Nine Months Ended December 31,
		2009		2008
Assets and liabilities	period ended rate of RMB	¥ 6.8270	/per USD	¥ 6.8225	/per USD

Revenue and expenses	average rate of RMB	¥ 6.8294	/per USD	¥ 6.8779	/per USD

c.	Revenue Recognition

Revenue includes sales of products and services rendered. Products revenue represents the invoiced value of goods sold recognized upon the delivery of goods to customers, net of allowance for estimated returns, when both title and risk of loss transfer to the customer, provided that no significant obligations remain. Deferred revenue represents the undelivered portion of invoiced value of goods sold to customers. Service income is recognized when services are provided. Revenue from service contracts, for which the Company is obligated to perform, is recorded as deferred revenue and subsequently recognized over the term of the contract or when the service is completed. Sales transactions not meeting all the conditions of the full accrual method are accounted for using the deposit method of accounting. Under the deposit method, all costs are capitalized as incurred, and payments received from the buyer are recorded as customer deposits. Revenue is represented net of value added taxes (“VAT”) for the sales revenue from PRC subsidiaries.

d.	Income Taxes

Vantone International (formerly: Senior Optician) and Vantone USA file federal consolidated income taxes and annual franchise taxes with the State of Nevada. The Company’s PRC subsidiary, Vantone Manufacturing, files income tax returns under the Income Tax Law of the People's Republic of China concerning Foreign Investment Enterprises and Foreign Enterprises and local income tax laws. Vantone Yuan and its subsidiaries file income tax returns under the Income Tax Law of the People's Republic of China.

The Company follows the FASB issued ASC740 - Accounting for Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred taxes also are recognized for operating losses that are available to offset future income taxes.

e.	Segment Reporting

ASC 280, Disclosure about Segments of an Enterprise and Related Information, requires disclosure of reportable segments used by management for making operating decisions and assessing performance. Reportable segments are categorized by products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. ASC 280 has effect on the Company’s financial statements. The Company generated two categories of revenues: products sold and commission received for insurance agency business, see segment reporting spreadsheet on Note 13.

F-10

f. Recent Accounting Pronouncements

In June 2009, the FASB issued ASC 105, the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162. The FASB Accounting Standards Codification TM (“Codification”) will become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of ASC 105, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. Adoption of ASC 105 is not expected to have a material impact on the Company’s results of operations or financial position.

In June 2009, the FASB issued ASC 810, Amendments to FASB Interpretation No. 46(R), which improves financial reporting by enterprises involved with variable interest entities. ASC 810 addresses (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities , as a result of the elimination of the qualifying special-purpose entity concept in SFAS 166 and (2) concerns about the application of certain key provisions of FIN 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. ASC 810 shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within the first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. Adoption of ASC 810 is not expected to have a material impact on the Company’s results of operations or financial position.

In May 2009, the FASB issued ASC 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. An entity should apply the requirements of ASC 855 to interim or annual financial periods ending after June 15, 2009. Adoption of ASC 855 did not have a material impact on the Company’s results of operations or financial position.

Inventories

Inventories as of December 31, 2009 and March 31, 2009 consisted of the following:

	December 31, 2009		March 31, 2009
	(Unaudited)		(Audited)
Raw materials	$	47,926	$	17,071
Finished goods		608,645		361,282
Other items		-		26,677
Total	$	656,571	$	405,030

Advanced to Stockholders/ Officers, Net

Amounts advanced to stockholders/officers are unsecured, non-interest bearing, and have no set repayment date. As of December 31 and March 31, 2009, the total net amounts of advanced to the stockholders/officers were $2,367,885 and $371,354 respectively. This represented the net amounts lent by the Company to stockholders/officers. All advances to Mr. Honggang Yu occurred before May 14, 2009, the “Share Exchange” date.

	December 31, 2009		March 31, 2009
	(Unaudited)		(Audited)
Mr. Honggang Yu	$	2,367,885	$	367,549
Ms.Hongfen Cao		-		3,805
Total	$	2,367,885	$	371,354

F-11

Loan to Related Parties, Net

Kangping Wanxin Materials Recycling Co. (“Kangping Wanxin”) was incorporated under the laws of Kang Ping County LiaoNing Province in the PRC on July 1, 2009. A family member of the chief executive officer of the Company owns 100% of Kangping Wanxin. In order to support Kangping Wanxin’s operations, the Company had a loan agreement with Kangping Wanxin on July 22, 2009, and agreed to loan RMB 4,001,065 to Kangping Wanxin for one year starting from July 22, 2009. This loan does not bear interest and is unsecured. Kangping Wanxin fully paid back this loan amount to the Company in December 2009.

The chief executive officer of the Company and his spouse owned 100% of Jilin Qunfeng Insurance Agent Co., Ltd. (“Qunfeng”). In order to support Qunfeng’s operations, the Company advanced funds to Qunfeng in the amount of $82,832 (equivalent to RMB 565,800) from October 2008 to January 2009. Qunfeng paid off all prior advances on July 24, 2009. However, before end of July 2009, the Company advanced $2,864 (equivalent to RMB19,550) to Qunfeng. This advance also was fully paid off in December 2009.

The chief executive officer of the Company and his spouse also owned 100% of Heilongjiang Dian Insurance Agent Co., Ltd. (“DiAn”). From time to time DiAn and the Company had loaned funds to each other in order to support operations. In December 2009, DiAn paid off all the balance due to the Company. However, DiAn had a balance due to the Company in the amount of 64,726 (equivalent to RMB 442,315) as of March 31, 2009.

Loans from the Company to these related parties may be prohibited by Sarbanes-Oxley Act of 2002 (SOX), if they are made to companies owned by the family members of the Company’s Chief Executive Officer and board member.

Net amount of loan to related parties, net as of December 31 and March 31, 2009, consisted of the following:

	December 31, 2009		March 31, 2009
	(Unaudited)		(Audited)
Jilin Qunfeng Insurance Agent Co., Ltd	$	-	$	83,366
Heilongjiang Dian Insurance Agent Co., Ltd		-		64,726
Total Loan to Related Parties, Net	$	-	$	148,092

F-12

Property and Equipment - Net

Property and equipment, less accumulated depreciation, consisted of the following:

	Estimated		December 31, 2009		March 31, 2009
	Life		(Unaudited)		(Audited)
Buildings		20	$	3,166,993	$	3,163,931
Vehicles		3-5		178,168		177,995
Equipments and office furniture		5		72,366		62,579
Software		3		42,651		20,264
Subtotal				3,460,178		3,424,769
Less: Accumulated depreciation				350,744		233,919
Total			$	3,109,434	$	3,190,850

Depreciation expenses charged to operations were $120,727 and $126,402 for the nine months ended December 31, 2009 and 2008, respectively.

Taxation

a. Corporation Income Tax (“CIT”)

Vantone International (formerly: Senior Optician) and Vantone USA file federal consolidated income tax returns and annual franchise taxes to the State of Nevada. Vantone Manufacturing files income tax returns under the Income Tax Law of the PRC concerning Foreign Investment Enterprises and Foreign Enterprises and local income tax laws. Vantone Yuan and its subsidiaries file income tax returns under the Income Tax Law of the PRC concerning China Private Enterprises and local income tax laws.

In accordance with the relevant PRC tax laws and regulations, Vantone Manufacturing is subject to CIT at 27% and 25% tax rate before, on and after January 1, 2008, respectively. Vantone Yuan and its subsidiaries are subject to CIT at 33% and 25% tax rate before, on and after January 1, 2008, respectively. However, Vantone Yuan had been exempted from CIT for a period from April 12, 2007 to December 31, 2007 by Shenyang City Heping Region National Tax Authority. Commencing from April 1, 2009, Kang Ping became a general VAT tax payer in PRC, a general VAT tax rate of 17% is applicable.

F-13

On July 30, 2009, Kang Ping Vantone Yuan was approved for cancellation of national tax registration by Liaoning Kangping National Tax Bureau. It was approved for cancellation of local tax registration by Snenyang City Kangping District Local Tax Bureau on September 7, 2009. It was approved for cancellation of registration of incorporation by KangPing County Industrial and Commerical Bureau on October 29, 2009.

On August 7, 2009, Liyuan was approved for cancellation of national tax registration by Shenyang Heping National Tax Bureau. It was approved for cancellation of local tax registration by Shenyang City Local Tax Bureau on August 26, 2009. It was approved for cancellation of registration of incorporation by Shenyang City Industrial and Commerical Bureau on October 23, 2009.

On August 14, 2009, Vantone Yuan Jilin office has been approved for cancellation of national tax registration by Changchun City, South Gate District National Tax Bureau while it had been approved for cancellation of local tax registration by Changchun City, South Gate District Local Tax Bureau on October 20, 2009.

On September 24, 2009, Vantone Yuan Heilongjiang office has been approved for cancellation of national tax registration by Harbin City, Xiangfang District National Tax Bureau while it had been approved for cancellation of local tax registration by Harbin City, Xiangfang District Local Tax Bureau on December 15, 2009.

The deferred tax assets, current and noncurrent, in the accompanying balance sheet were $257,905 and $182,564 as of December 31 and March 31, 2009, respectively. There were no deferred tax liabilities and valuation allowance as of December 31 and March 31, 2009. The deferred tax assets primary results from tax credit carry forwards.

The components of income tax benefits related to continuing operations were as follows:

		For Fiscal Nine Months Ended December 31,
		2009			2008
		Unaudited			Unaudited
Current		$	332,437		$	183,656
Deferred income tax benefits			(80,062	)		(80,164	)
	Total	$	252,375		$	103,492

b. Value Added Tax (“VAT”)

Vantone Manufacturing and Vantone Yuan’s subsidiaries are subject to VAT on merchandise sales in PRC. Since Vantone Manufacturing engages in the manufacture and processing business, a small scale VAT rate of 6% was applicable before January 1, 2009. For Vantone Yuan’s subsidiaries whichever engage in distribution and sales of daily commodities, a small scale VAT rate of 4% was applicable prior to January 1, 2009 According to China VAT regulations, commencing from January 1, 2009, all small scale VAT rates have been changed to 3%. On July 1, 2009, Vantone Manufacturing becomes a general taxpayer and the tax rate was changed from 3% to 17%.

F-14

Kang Ping is subject to VAT on merchandise sales in the PRC. A small scale VAT rate of 4% was applicable prior to January 1, 2009, a rate of 3% was applicable after January 1, 2009, and a general VAT rate of 17% is applicable for the merchandise sales on and after April 1, 2009, since its sales amount within one year had achieved a level which subject to general VAT rate of 17%.

Vantone Yuan is also subject to VAT on merchandise sales in the PRC. A small scale VAT rate of 4% was applicable prior to February 1, 2008, and a general VAT rate of 17% was applicable for the merchandise sales on and after February 1, 2008, respectively.

c. Business Tax (“BT”)

The Company is also subject to business tax, which is charged on the service income at a rate of 5% in accordance with the tax law in LiaoNing Province of PRC.

d. Taxes Payable

As of December 31, and March 31, 2009, tax payable consisted of the following:

	December 31, 2009			March 31, 2009
	(Unaudited)			(Audited)
Value-added tax	$	21,705		$	18,711
Corporate income tax provision		359,922			52,313
Business tax		550			6,577
Individual income tax withholdings		(5	)		2,276
City construction, education, and other taxes		7,427			5,161
Total	$	389,599		$	85,038

10.

Operating Lease Commitments

The Company leases certain office spaces under operating lease agreements. The rental expenses under operating leases were $17,678 and $19,957 for the nine months ended December 31, 2009 and 2008, respectively. The following is a schedule of future minimum rental payments required under operating leases that had initial or remaining non-cancelable lease terms beyond December 31, 2009.

For Fiscal Nine Months Ending December 31,		Amount
2010	$	39,256
2011		34,512
2012		32,089
Total minimum rental payments required	$	105,857

F-15

11.

Stockholder’s Equity

a.	Common Stock

The Company is authorized to issue 100,000,000 shares of Common Stock, $0.001 par value per share, of which 29,901,000 shares are outstanding and issued.

Before the Share Exchange with Vantone USA, Vantone International (formerly “Senior Optician”) had 5,954,000 shares of common stock issued and outstanding.

In exchange for the outstanding shares of Vantone USA, Vantone International (formerly “Senior Optician”) issued 23,947,000 shares of its common stock to the shareholders of Vantone USA (the “Share Exchange”). Those shares represent 80.1 % of the outstanding shares of Vantone International (formerly “Senior Optician”). 19,157,600 of the shares were issued to Honggang Yu, although he immediately assigned 14,368,200 of them to other shareholders for whom he served as nominee. Honggang Yu is the Chief Executive Officer of Vantone USA, as well as the Chief Executive Officer of Vantone International (formerly “Senior Optician”). The remaining 4,789,400 shares were issued to Jichun Li, the Chief Financial Officer of Vantone International (formerly “Senior Optician”) l, although he immediately assigned 3,831,520 of them to other shareholders for whom he serves as nominee. As a result of these transactions, persons associated with Vantone now own securities that represent 97.4% of the equity in Vantone International (formerly “Senior Optician”).

Upon completion of the Share Exchange, there were 29,901,000 shares of the Company’s common stock issued and outstanding.

b.	Additional Paid-In Capital

The additional paid-in capital represents the excess of the aggregate fair value of the capital contributed over the par value of the stock issued. There was $1,919,899 and $1,914,891 additional paid-in capital as of December 31, and March 31, 2009, respectively

c. Dividends and Reserves

Under the regulations and laws of the PRC, net income after taxation can only be distributed as dividends after appropriation has been made for the following: (i) cumulative prior years' losses, if any; (ii) allocations to the "Statutory Surplus Reserve" of at least 10% of net income after taxes, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the Company's registered capital; and (iii) allocations to any discretionary surplus reserve, if approved by shareholders.

The Company has not accrued "discretionary surplus reserve”, since it had not been approved by the shareholders of the Company.

The Company established and segregated in retained earnings an aggregate amount of $720,716 and $630,710 for the Statutory Surplus Reserve as of December 31, and March 31, 2009, respectively.

F-16

12.

Proxy Agreement, Entrusted Management Agreement, and Purchase Option and Cooperation Agreement

Effective as of April 1, 2007, Vantone Manufacturing entered into three agreements with Vantone Yuan and/or the shareholders of Vantone Yuan: the Entrusted Management Agreement, the Proxy Agreement, and the Purchase Option and Cooperation Agreement. Summaries of the agreements follow:

Proxy Agreement: In this agreement, the shareholders of Vantone Yuan assigned to Vantone Manufacturing their voting rights and all other shareholders rights, including the right to attend and vote such shares at any shareholder’s meeting of the Company (or by written consent in lieu of a meeting) without any limitations. The effective term of this agreement shall be ten (10) years and may be extended by the written agreement among the parties upon the expiration of this agreement.

Entrusted Management Agreement: In this agreement, the shareholders of Vantone Yuan entrusted Vantone Manufacturing to manage all assets and debts of Vantone Yuan. The term of this Entrusted Management Agreement shall be from April 1, 2007 to the earlier of the following:

1)	March 31, 2017, or

2)	the winding up of Vantone Yuan, or

3)	the termination date of this Entrusted Management Agreement to be determined by the parties, or

4)	the date on which Vantone Manufacturing completes the acquisition of Vantone Yuan.

In exchange for the services of Vantone Manufacturing pursuant to this Entrusted Management Agreement, Vantone Yuan and its shareholders shall pay an entrusted management fee to Vantone Manufacturing. The entrusted management fee shall equal Vantone Yuan’s net profits, being the monthly revenues after deduction of operating costs, expenses, and taxes. If the net profit is zero, Vantone Yuan is not required to pay the entrusted management fee; if Vantone Yuan sustains losses, all such losses will be carried over to next month and deducted from next month's entrusted management fee. Vantone Manufacturing and Vantone Yuan shall calculate, and Vantone Yuan and its shareholders shall pay, the monthly entrusted management fee at the conclusion of each month.

In addition, Vantone Manufacturing shall assume all operation risks arising out of the operations of Vantone Yuan and bear all losses of Vantone Yuan. If Vantone Yuan does not have sufficient funds to repay its debts, Vantone Manufacturing is responsible for paying these debts on behalf of Vantone Yuan. If Vantone Yuan's net assets are lower than its registered capital, Vantone Manufacturing is responsible for funding the deficit.

Purchase Option and Cooperation Agreement: In this agreement, the shareholders of Vantone Yuan granted to Vantone Manufacturing the exclusive option to acquire, at any time upon satisfaction of the requirements under the PRC law, the entire or a portion of all shareholders’ shares of equity or/assets owned by Vantone Yuan.

By reason of these three agreements, Vantone Manufacturing is considered to be the primary beneficiary of Vantone Yuan and its subsidiaries. Vantone Yuan and its subsidiaries are considered to be the variable interest entities of Vantone Manufacturing. Since Vantone International is the 100% equity owner of Vantone Manufacturing, Vantone Manufacturing and Vantone Manufacturing’s variable interest entities shall be required to be consolidated into the Company’s financial statements in accordance with accounting principles generally accepted in the United States (“US GAAP”).

F-17

13.

Segment Reporting

The Company engages in two types of business activities: sales of daily commodities, consumer electronics, and home appliances, and insurance agency service. The chief operating decision makers evaluate performance, make operating decisions, and allocate resources based on the separated type of business financial data. Gross profit, operating income, income from operations, and income taxes are allocated to specific business activities within the organization. In accordance with ASC 280 “Disclosures about Segments of an Enterprise and Related Information” the Company is considered to have two reportable segments. The Company is required to disclose certain information about profit or loss, total assets and liabilities, geographic areas, regulatory environments, major customers, and long-lived assets. Following is a summary of segment information for the nine months ended December 31, 2009 and 2008:

	For Fical Nine Months Ended December 31, 2009
	Products Sold		Insurance
	and Related Service		Agency Service			Total

Total assets	$	9,186,265	$	792,432		$	9,978,697
Total long - lived assets, net	$	2,594,722	$	515,670		$	3,110,392
Total liabilities	$	1,369,625	$	137,764		$	1,507,389

Total revenue	$	4,409,536	$	270,119		$	4,679,655
Income (loss) from operations	$	674,891	$	(139,578	)	$	535,313
Depreciation expenses	$	97,266	$	23,461		$	120,727
Interest revenue	$	11,959	$	470		$	12,429
Interest expenses	$	7,497	$	-		$	7,497
Minority interest	$	-	$	(14,647	)	$	(14,647	)
Income tax expenses (benefits)	$	286,905	$	(34,530	)	$	252,375

	For Fiscal Nine Months Ended December 31, 2008
	Products Sold		Insurance
	and Related Service		Agency Service			Total

Total assets	$	7,155,544	$	894,540		$	8,050,083
Total long - lived assets, net	$	2,689,857	$	637,635		$	3,327,492
Total liabilities	$	77,748	$	49,049		$	126,797

Total revenue	$	1,683,282	$	109,681		$	1,792,963
Income (loss) from operations	$	312,122	$	(173,743	)	$	138,379
Depreciation expenses	$	101,432	$	24,970		$	126,402
Interest revenue	$	10,830	$	773		$	11,603
Minority interest	$	-	$	(19,760	)	$	(19,760	)
Income tax expenses (benefits)	$	148,920	$	(45,428	)	$	103,492

F-18

14.

Geographical Risks

Substantially all of the Company's operations are carried out in the PRC. Accordingly, the Company's business is subject to considerations and risks atypical to those in the United States, including changes in the political, economic, social, legal, and tax environments in PRC, as well as changes in inflation and interest rates. Changes in laws and regulations concerning PRC’s purchases and sales of daily commodities, consumer electronics, home appliances, and insurance agency business could significantly affect the Company’s future operating results and financial position.

15.

Concentration of Business

a. Major Customers

The following summarizes products sold to major customers (each 10% or more of total products sold):

	Sold to Major	Number of	Percentage of
For Fiscal Nine Months Ended December 31,	Customers	Customers	Total Products Sold
2009	$ 1,167,982	2	26.50%
2008	$ 181,214	1	11.19%

The following summarizes insurance agency service fees received from major insurance company (each 10% or more of total insurance agency service fees received):

	Revenue from	Number of	Percentage of
For Fiscal Nine Months Ended December 31,	Major Insurance Co.	Insurance Co.	Total Service Rendered
2009	$ 234,648	1	86.87%
2008	$ 140,883	2	81.13%

b. Major Suppliers

The following summarizes raw materials and products purchased from major suppliers (each 10% or more of total raw material and products purchased):

	Purchased from	Number of	Percentage of
For Fiscal Nine Months Ended December 31,	Major Suppliers	Suppliers	Total Purchased
2009	$ 1,203,502	3	41.92%
2008	$ 136,743	3	94.77%

F-19

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

In addition to historical information, this Quarterly Report contains forward-looking statements, which are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. These forward-looking statements represent Management’s belief as to the future of Vantone International Group, Inc. Whether those beliefs become reality will depend on many factors that are not under Management’s control. Many risks and uncertainties exist that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in the section entitled “Risk Factors” contained in the Company’s Annual Report on Form 10-K for the year ended March 31, 2009. Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.

Result of Operations

Vantone Yuan commenced its operations in 2007, and grew to achieve a significant position in the Chinese market for health and beauty aids. During the year ended March 31, 2008, the combined revenues of Vantone Manufacturing and Vantone Yuan totalled $8,820,089.

During the fiscal year ended March 31, 2009, however, we implemented a major adjustment of our sales model and business development strategy. Our goal is to take advantage of the distribution network that we have developed for health and beauty products to enter the rapidly growing Chinese market for insurance policies. In order to achieve that goal, it is necessary that we convert our marketing network from a franchise model to an agency model. So for the past year we have been gradually transforming our franchisees into sales agents, capable of marketing both household supplies and insurance policies.

This transformation of our marketing network caused disruption in our sales effort during the fiscal year ended March 31, 2009. During the same period, we suspended distribution of the bamboo products that had accounted for nearly 40% of our sales revenue during the year ended March 31, 2008. We determined that the seasonality of the products and the limited geographic area in which they can be successfully marketed made them a disadvantageous foundation for our marketing effort. Primarily as a result of these two adjustments, our revenues during the fiscal year ended March 31, 2009 dropped to $2,958,731 from $8,820,089 for the fiscal year ended March 31, 2008.

In February 2009, we began to supplement our existing product lines by entering the market for the distribution of consumer electronics and home appliances in China: televisions, air conditioners, refrigerators, cellular phones, cooking appliances, etc. In April 2009 we began to sell those products. We are entering this market at this time, in part because the Chinese government recently established a 2 billion RMB stimulus package, consisting of subsidies to assist low income families in purchasing new electronics and home appliances. This stimulus package creates a significant business opportunity for the distribution of the targeted products through our existing distribution network.

Recognizing this business opportunity, we plan to develop a combination of our current sales agent, service system and an E-commerce platform to distribute consumer electronics and home appliances. We have negotiated arrangements with several famous brand name manufacturers of televisions, refrigerators, air conditioners, cellular phones, and other consumer electronics manufacturers in China. We now offer these products through our sales agents. We also plan to use the most updated software to establish an efficient and safe platform for internet purchases. For the products sold through our name, we will provide a set of after-sale customer services. We have also started to train our sales agents and service team to get them ready for our expansion in the consumer electronics and home appliance distribution industry. With all these efforts, we intend to establish our own brand name in the sales of consumer electronics and home appliances.

Our revenues during the nine months ended December 31, 2009 arose from our two business segments: distribution of consumer products and marketing of insurance policies. Our revenues from the sale of our consumer products during the first three quarters of fiscal 2010 totaled $4,407,340, or 94% of our revenues for the period. The revenue from our insurance agency services was $270,119, or 6% of our revenues for the nine months ended December 31, 2009. Our total revenue for the first three quarters of fiscal 2010 was $4,679,655, an increase of 161% from our revenue during nine months ended December 31, 2008.

Revenue in the third quarter of fiscal 2010 totaled only $504,835, although this was an improvement over the third quarter of fiscal 2009, when we realized only $119,689 in revenue. During the third quarter of fiscal 2010, due to adverse market condition for home renovation and decoration in Northeast Provinces of China, the demand for customer electronics, home appliances, and custom made water purification systems declined. Accordingly, our third quarter results are lower than other quarters of fiscal 2010.

Our cost of goods sold in the nine months ended December 31, 2008 was abnormally low. This occurred because we were transforming our business model in that earlier quarter, and liquidated inventory that had already been paid for. During the nine months ended December 31, 2009 our overall cost of goods sold was 62% of total revenue. Since we have only recently initiated our new selling program, it is not possible to predict whether the margins realized in the recent quarters will be sustained in the future.

Since our overhead has not changed significantly since 2007, our selling, general and administrative expenses remained relatively stable from period to period – operating expenses in the nine months ended December 31, 2009 were $37,522 more than operating expenses in the nine months ended December 31, 2008. This increase primary due to the additional administration cost occurred for initially forming an office in California USA during the three months ended December 31, 2009. We expect that our selling, general and administrative expenses will increase in proportion to the revitalization in our business activity in the coming periods. In addition, since our operating company was acquired by a U.S. public shell company in May 2009, we will now bear the ongoing expenses attributable to being a U.S. public, reporting company.

Due to the low level of revenue in the quarter ended December 31, 2009, we realized a loss from operations of $183,209, slightly better than the loss from operations of $260,195 that we reported for the three months ended December 31, 2008. The loss was partially offset, however, by a net “other income” of $106,501. This income was primarily attributable to a RMB750,000 (equivalent to $109,819) government grant from the Commission of Finance of the Liaoning Province of China to subsidize the expenses that the Company incurred when acquiring overseas high-tech enterprises.. As a result, our net loss for the quarter was reduced to $93,597.

Due to the low level of cost of goods sold in the nine months ended December 31, 2008, our net income for the nine months ended December 31, 2009 exceeded net income in the nine months ended December 31, 2008 by only $392,423, despite the 161% increase in revenue. For the nine months ended December 30, 2009, our net income represented $.01 per share, compared to $.00 per share during the nine months ended December 31, 2008.

Our business operates primarily in Chinese Renminbi (“RMB”), but we report our results in our SEC filings in U.S. Dollars. The conversion of our accounts from RMB to Dollars will result in translation adjustments. While our net income will be added to the retained earnings on our balance sheet; the translation adjustments will be added to a line item on our balance sheet labelled “accumulated other comprehensive income,” since they will be more reflective of changes in the relative values of U.S. and Chinese currencies than of the success of our business. During the nine months ended on December 31, 2009, the effect of converting our financial results to Dollars was to add $6,632 to our accumulated other comprehensive income. In the comparable quarter of the prior year, when the exchange rate had been much more volatile, $165,996 was added to our accumulated other comprehensive income.

Liquidity and Capital Resources

After our shareholders made the initial contribution of our registered capital, the growth of our business has been funded, primarily, by the revenues resulted from our business operations. As a result, at December 31, 2009, we had no long term debts.

Our working capital at December 31, 2009 totaled $5,360,916, an increase of $393,351 from our $4,967,565 in working capital as of March 31, 2009. The increase was approximately equal to our net income. Our cash flow from operations substantially exceeded net income, however, as operations in the nine months ended December 31, 2009 produced $2,035,446 in cash. The excess over net income was primarily the result of our collection of accounts receivable, an increase in our several categories of payables, as well as $300,852 in customer deposits received during the nine months. These customer deposits will be liquidated as revenue in future periods as the customers (i.e. our sales agents) take delivery of products.

Our business plans contemplates that we will expand our current sales agent and service system, and establish an E-commerce platform to distribute the daily commodities, consumer electronics, home appliances, and insurance products. The goal is to expand to 1,000 the number of stores carrying the Vantone brand within the next two years, and that we will develop 20 regional sales agents across China. Implementation of this plan will require significant funds. The funds are needed in order to:

●

Implement our direct marketing program, including development of internet commerce, calling center and an online presence;

●

Acquire 10 insurance agencies to expand our insurance agency business;

●

Establish stores throughout China; and

●

Implement an advertising and marketing program adequate to assure us of substantial market presence.

Our plan is to sell a portion of our equity in order to obtain the necessary funds, which will reduce the equity share of our existing shareholders. To date, however, we have received no commitment from any source for funds.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

The term “disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within required time periods. The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report (the “Evaluation Date”). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, such controls and procedures were effective.

(b) Changes in internal controls.

The term “internal control over financial reporting” (defined in SEC Rule 13a-15(f)) refers to the process of a company that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated any changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this report, and they have concluded that there was no change to the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1A. Risk Factors

There has been no material change in the risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K for the year ended March 31, 2009.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We have not sold any equity securities during the quarter ended December 31, 2009 that were not previously disclosed in a current report on Form 8-K that was filed during that period.

Item 6. Exhibits

31	Rule 13a-14(a) Certification – CEO and CFO

32	Rule 13a-14(b) Certifications – CEO and CFO

SIGNATURES

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

	VANTONE INTERNATIONAL GROUP, INC.

Date: February 15, 2010	By: /s/ Honggang Yu
	Honggang Yu, Chief Executive Officer and
	Chief Financial Officer

Vantone International Group, Inc. - FORM 10-Q - February 16, 2010

Attached files

Vantone International Group, Inc. Reports