UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

SMSA Treemont Acquisition Corp.

(Exact name of registrant as specified in its charter)

Nevada		000-54096		27-2969090
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Ruixing Industry Park Dongping County Shandong Province, People’s Republic of China		271509
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 86-538-241-7858

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements, which reflect our views with respect to future events and financial performance. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements. These forward-looking statements are identified by, among other things, the words “anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,” “targets” and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that may cause actual results to differ from those projected include the risk factors specified below.

USE OF DEFINED TERMS AND TREATMENT OF STOCK

Except as otherwise indicated by the context, references in this report to:

	•		“SMSA,” “the Company,” “we,” “us,” or “our,” refers to the combined business of SMSA Treemont Acquisition Corp., and its wholly-owned subsidiaries, Xiangrui Pharmaceutical International Limited, and Shandong Xiangrui Pharmacy Co., Ltd.;
	•		“SMSA” refers to SMSA Treemont Acquisition Corp.;
	•		“Xiangrui” refers to Xiangrui Pharmaceutical International Limited, a BVI company and our direct, wholly owned subsidiary, and/or its direct and indirect subsidiaries, as the case may be;
	•		“WFOE” refers to Tai’an Yisheng Management & Consulting Co., Ltd., a PRC company and our direct, wholly owned subsidiary, and/or its direct and indirect subsidiaries, as the case may be;
	•		“Shandong Xiangrui” refers to Shandong Xiangrui Pharmacy Co., Ltd., a PRC company;
	•		“China,” “Chinese” and “PRC,” refer to the People’s Republic of China;
	•		“BVI” refers to the British Virgin Islands;
	•		“RMB” refers to Renminbi, the legal currency of China;
	•		“U.S. dollar,” “$” and “US$” refer to the legal currency of the United States;
	•		“Securities Act” refers to the U.S. Securities Act of 1933, as amended; and
	•		“Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 13, 2011, we entered into a share exchange agreement (the “Share Exchange Agreement”) with Xiangrui, and Mr. Chongxin Xu, the sole shareholder of Xiangrui. Pursuant to the Share Exchange Agreement, on May 13, 2011, Mr. Xu transferred to us all of the shares of the capital stock of Xiangrui in exchange for 12,363,885 newly issued shares of our common stock, which constituted 93% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement. Mr. Chongxin Xu has no relationships with any members of the Company’s management or its affiliates.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On May 13, 2011, we completed an acquisition of Xiangrui pursuant to the Share Exchange Agreement. The acquisition was accounted for as a recapitalization effected by a share exchange. Xiangrui is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.

FORM 10 DISCLOSURE

As disclosed elsewhere in this report, on May 13, 2011, we acquired Xiangrui in a reverse acquisition transaction. Item 2.01(f) of Form 8-K states that if the registrant was a shell company like we were immediately before the reverse acquisition transaction disclosed under Item 2.01, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10.

Accordingly, we are providing below the information that would be included in a Form 10 if we were to file a Form 10. Please note that the information provided below relates to the combined enterprises after the acquisition of Xiangrui, except that information relating to periods prior to May 13, 2011, the date of the reverse acquisition, only relate to Xiangrui unless otherwise specifically indicated.

BUSINESS

Our Corporate Structure

We are a Nevada holding company for several direct and indirect subsidiaries in the BVI and China. We own all of the issued and outstanding capital stock of Xiangrui, a BVI company. Xiangrui is a holding company that owns 100% of the outstanding capital stock of WFOE, a PRC company, which has contractual arrangements with Shandong Xiangrui and its shareholders that enable us to substantially control Shandong Xiangrui.

The following chart reflects our organizational structure as of the date of this report.

Our Corporate History

We were originally incorporated in the State of Nevada on May 3, 2010 to effect the reincorporation of Treemont Management Services, Inc., a Texas corporation, mandated by the plan of reorganization discussed below.

On January 17, 2007 Treemont Management Services, Inc. and its affiliated companies (collectively “SMS Companies”), filed a petition for reorganization under Chapter 11 of the United States Bankruptcy Code. On August 1, 2007, the bankruptcy court confirmed the First Amended, Modified Chapter 11 Plan (the “Plan”), as presented by SMS Companies and their creditors. The effective date of the Plan was August 10, 2007.

On May 13, 2011, we entered into the Share Exchange Agreement with Xiangrui and its sole shareholder, Mr. Xu. Pursuant to the Share Exchange Agreement we issued 12,363,885 newly created shares to Mr. Xu, and became the sole shareholder of Xiangrui. The shares we issued to Mr. Xu constitute 93% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement.

Upon the closing of the share exchange transaction, Mr. Timothy P. Halter, our sole director and officer, submitted a resignation letter pursuant to which he resigned from all offices that he held effective immediately and from his position as our director that will become effective on the tenth day following the mailing by us of an information statement, or the Information Statement, to our stockholders that complies with the requirements of Section 14f-1 of the Exchange Act. The information statement was mailed out on or about May 18, 2011. Mr. Dianshun Zhang and Mr. Guangyin Meng were appointed as our directors effective upon the closing of the reverse acquisition. In addition, our executive officers were replaced by two of the Shandong Xiangrui executive officers, namely Mr. Guo Wang and Mr. Qingtai Wang, upon the closing of the reverse acquisition as indicated in more detail below. Effective July 12, 2011, Mr. Qingtai Wang resigned from his position as Chief Financial Officer of our Company and was replaced by Mr. Wencai Pan. The announcement was made on the Company’s Current Report on Form 8-K filed on July 13, 2011.

For accounting purposes, the share exchange transaction was treated as a reverse acquisition with Xiangrui as the acquirer and SMSA as the acquired party. When we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of Shandong Xiangrui on a single entity basis unless the context suggests otherwise.

Background and History of Xiangrui

Xiangrui was incorporated in the British Virgin Islands on November 29, 2010. Xiangrui is a holding company that has no operations or assets other than its ownership of all of the capital stock of the WFOE. The WFOE was incorporated in China on May 6, 2011, as a wholly foreign owned enterprise in China, and has a series of contractual arrangements, with Shandong Xiangrui and its shareholders which enable us to substantially control Shandong Xiangrui, through which we conduct our operations in China. These contracts are discussed in more detail in the section below entitled “VIE Arrangements.”

Shandong Xiangrui

Shandong Xiangrui was originally founded as a limited liability company on April 15, 2005 by five shareholders: (1) Mr. Xuchun Wang, (2) Mr. Lingfa Huang, (3) Mr. Binglong Qiao, (4) Shandong Ruixing Chemical Co., Ltd., and (5) Mr. Guo Wang, our current CEO. Mr. Xuchun Wang, Mr. Lingfa Huang, Mr. Binglong Qiao and Mr. Guo Wang are option right holders under four option agreements. These option agreements are discussed in more detail in the section below entitled “Option Agreements.”

On March 2, 2006, Shandong Xiangrui was issued a new business license amending its name from its former name “Shandong Ruixing Starch Co., Ltd.” to its current name “Shandong Xiangrui Pharmacy Co., Ltd.” On December 20, 2008, Shandong Ruixing Chemical Co., Ltd. transferred its entire equity interest in Shandong Xiangrui to Mr. Xuchun Wang resulting in a change of shareholding of the company with Mr. Xuchun Wang, Mr. Lingfa Huang, Mr. Binglong Qiao and Mr. Guo Wang holding eight-eight percent (88%), eight percent (8%), two percent (2%) and two percent (2%), respectively, of the equity interests in Shandong Xiangrui. The management of Shandong Xiangrui consists of: Mr. Guangyin Meng, as director; Mr. Yanpeng Zhao, as director; Mr. Guo Wang, as CEO; and Mr. Lingfa Huang as legal representative and chairman of the board. Our former CFO Mr. Qingtai Wang served as the CFO of Shandong Xiangrui from 2009 until July 12, 2011 when Mr. Wencai Pan assumed the position as CFO of our Company.

Affiliated Companies

Ruixing Group Co., Ltd. (“Ruixing Group”), was incorporated in China on December 24, 2003 and is principally engaged in the industries of electricity generation and chemical products manufacturing. The following persons hold equity interests in Ruixing Group: Mr. Guangying Meng, 41.67%; Mr. Dianshun Zhang, 2.08%; Mr. Lingfa Huang, 2.40%; Mr. Binglong Qiao, 2.29%; Mr. Xuchun Wang, 1.53%; and Mr. Qintai Wang, 1.53%. The management of Ruixing Group consists of: Mr. Guangying Meng, as chairman and CEO; Mr. Dianshun Zhang, as director and vice president; Mr. Lingfa Huang, as director; Mr. Binglong Qiao, as vice president of the purchasing department; and Mr. Xuchun Wang, as a manager in the production department. None of the Company’s other executive officers hold any positions or have any interest in Ruixing Group.

Shandong Runyin Bio-chemical Co., Ltd. (“Runyin Bio-chemical”), was incorporated in China on November 8, 1993 and is principally engaged in chemical products manufacturing. Runyin Bio-chemical’s major shareholder is Ruixing Group, which holds 84.38% of its total equity interests. The following persons indirectly hold equity interests in Runyin Bio-chemical through their ownership interests in Ruixing Group: Mr. Guangying Meng, 35.16%; Mr. Dianshun Zhang, 1.75%; Mr. Lingfa Huang, 2.03%; Mr. Binglong Qiao, 1.93%; and Mr. Xuchun Wang, 1.29%. Mr. Xuchun Wang has a direct ownership of 0.23%. Our former CFO Mr. Qingtai Wang directly holds 0.05% and through Ruixing Group indirectly holds 1.29% of Runyin Bio-chemical’s total equity interests. Our chairman Mr. Guangying Meng and our director Mr. Dianshun Zhang also hold the positions of chairman and director, respectively, in Ruyin Bio-chemical. None of the Company’s other executive officers hold any positions or have any interest in Runyin Bio-chemical.

Shandong Xinrui Chemical Devices Co., Ltd. (“Xinrui Chemical”), was incorporated in China on May 31, 2006 and principally engages in chemical installment and repairing of water supply and drainage devices, heating and ventilation machinery, construction lighting and also manufacturing of chemical products. Our chairman Mr. Guangying Meng is a director of Xinrui Chemical. None of the Company’s other directors or executive officers hold any positions or have any interest in Xinrui Chemical.

The term in office that each of our directors and executive officers has served in each of our affiliate companies is detailed below in the section entitled “Directors and Executive Offiers.”

Ruixing Group, Runyin Bio-chemical and Xinrui Chemical are under common control of our Company by virtue of our chairman Mr. Guangying Meng’s concurrent executive positions in each of the respective affiliates. Mr. Meng also holds more than ten percent equity interests in Ruixing Group and Runyin Bio-chemical, respectively. As disclosed above, our other directors and executive officers also hold executive positions and have equity interests in our affiliates. Runyin Bio-chemical and Xinrui Chemical support our business and operations by providing utilities that are necessary for the manufacturing of our products. The total energy costs represent approximately 7.5% of our product costs, among which electricity accounts for approximately 2.5% while steam accounts for approximately 5%. Our affiliates have also provided cross guarantees under certain loan agreements entered into by Shandong Xiangrui. Refer to the section entitled “Risk Factors — The directors, executive officers, shareholders and ultimate beneficial shareholders of our variable interest entity and our affiliates may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.”

VIE Arrangements

Foreign ownership of companies within the corn refinery industry is subject to significant restrictions under current PRC laws and regulations.

Every foreign investment in China falls into one of four categories, which are (i) encouraged, (ii) permitted, (iii) restricted, and (iv) prohibited. The guidelines under which industries are classified are quite specific, and are outlined in the 2007 amendment of the Foreign Investment Industrial Guidance Catalogue, or the Catalogue. Pursuant to the Catalogue, the corn refinery industry is a restricted industry for foreign investment. Restricted industries are subject to higher-level government approvals, i.e., by the Ministry of Commerce. The process to obtain such approvals is time-consuming and uncertain.

In addition, in February 2011, the State Council and the Ministry of Commerce respectively promulgated regulations that require national security review on mergers and acquisitions and obtaining of control by foreign investors of domestic enterprises in significant or sensitive industries. Industries that fall within the scope of these regulations will be subject to review by the Ministry of Commerce. The review process is time-consuming and uncertain. Moreover, because these regulations were recently promulgated, the scope of the regulations and the effect of their enforcement remain unclear. There is uncertainty, for example, as to whether the corn refinery industry falls within the scope of a significant or sensitive industry subject to national security review.

In order to comply with these foreign ownership restrictions, we conduct our operations in China through our variable interest entity, Shandong Xiangrui. Xiangrui owns 100% of the equity interests of the WFOE. On May 9, 2011, the WFOE entered into a series of variable interest entity contractual agreements (the “VIE Agreements”) with Shandong Xiangrui and the shareholders of Shandong Xiangrui namely, Mr. Xuchun Wang, Mr. Lingfa Huang, Mr. Binglong Qiao and Mr. Guo Wang, or the Shandong Xiangrui shareholders, who are all PRC citizens. Pursuant to the VIE Agreements, we control Shandong Xiangrui. The VIE Agreements are comprised of a series of agreements, including an Exclusive Technical and Consulting Service Agreement, Management Fee Payment Agreement, Equity Interest Pledge Agreement, Exclusive Equity Interest Purchase Agreement, Operating Agreement and Proxy Agreement. Through these agreements the WFOE has the right to advise, manage and operate Shandong Xiangrui for an annual consulting service fee in an amount equal to Shandong Xiangrui’s yearly net income before tax. In order to further reinforce the WFOE’s rights to control Shandong Xiangrui, the Shandong Xiangrui shareholders have entrusted their shareholders’ rights in Shandong Xiangrui to a person to be designated by the WFOE. The terms of the VIE Agreements are more fully described below:

Exclusive Technical and Consulting Service Agreement

The WFOE and Shandong Xiangrui have entered into an Exclusive Technical and Consulting Service Agreement. This agreement provides that the WFOE will be the exclusive provider of technical and consulting services to Shandong Xiangrui. The annual consulting service fee is one hundred percent of the pre-tax net income of Shandong Xiangrui for each year for twenty-five years. Shandong Xiangrui agrees to reimburse all the WFOE’s costs, except income tax, related to performance of the agreement and surrenders all rights held by it in any intellectual property arising out of performance of this agreement. Any payment to the WFOE would need to comply with applicable Chinese laws affecting payments from Chinese Companies to foreign companies. See “Risk Factors — Risks Associated With Doing Business in China.”

Management Fee Payment Agreement

The WFOE, Shandong Xiangrui and the Shandong Xiangrui shareholders have entered into a Management Fee Payment Agreement for a term of twenty-five years. Under this agreement, the Shandong Xiangrui shareholders have agreed to pay the WFOE a management fee in an amount equal to a transfer fee that the Shandong Xiangrui shareholders will receive from the WFOE if the WFOE exercises its purchase right under the Exclusive Equity Interest Purchase Agreement. Such payment would be in consideration of the management and proxy services performed by the WFOE under the VIE Agreements.

Exclusive Equity Interest Purchase Agreement

The WFOE, Shandong Xiangrui and the Shandong Xiangrui shareholders have entered into an Exclusive Equity Interest Purchase Agreement. Under this agreement the Shandong Xiangrui shareholders irrevocably grant the WFOE the exclusive right, over the term of twenty-five years, to purchase or designate another person to purchase the equity interest in Shandong Xiangrui from the Shandong Xiangrui shareholders. When the purchase right is exercised, the transfer fee payable by the WFOE shall not be significantly lower than the value of the net assets of Shandong Xiangrui, as determined by an appraiser. Compliance with Chinese laws is a condition precedent to exercise of the purchase right by the WFOE. Moreover, Shandong Xiangrui agrees that, without the prior consent of the WFOE, Shandong Xiangrui will not engage in any transactions that could materially affect its equity structure, obligations, rights or operations, including assumption of indebtedness, incurrence of encumbrance on its assets or entry into a material agreement outside the ordinary course of business. The Shandong Xiangrui shareholders agree that without the prior consent of the WFOE, the Shandong Xiangrui shareholders will not sell or mortgage their equity interests in Shandong Xiangrui and will also exercise reasonable efforts to prevent the other shareholders of Shandong Xiangrui from effecting any change of control of Shandong Xiangrui.

Equity Interest Pledge Agreement

The WFOE and the Shandong Xiangrui shareholders have entered into an Equity Interest Pledge Agreement for a term of twenty-five years. Under this agreement, the Shandong Xiangrui shareholders pledge one hundred percent of their equity interests in Shandong Xiangrui, respectively, as security for the WFOE’s collection of 100% of the pre-tax net income of Shandong Xiangrui according to the terms of the Exclusive Technical Consulting Service Agreement. Shandong Xiangrui agrees to bear all expenses including tax burdens relating to the performance of this agreement. This agreement entitles the WFOE to collect dividends from Shandong Xiangrui during the term of the pledge. Any foreclosure on the pledge would need to comply with applicable Chinese laws affecting one hundred percent equity transfers between Chinese companies and foreign companies.

Operating Agreement

Pursuant to the Operating Agreement among the WFOE, Shandong Xiangrui and the Shandong Xiangrui shareholders, the WFOE agrees to serve as the guarantor for Shandong Xiangrui in all contracts between Shandong Xiangrui and third parties that relate to Shandong Xiangrui’s operation, for a term of twenty-five years. Shandong Xiangrui in turn agrees to pledge all account receivables arising out of its operation, equipments and other operating assets to the WFOE. Furthermore, the Operating Agreement provides that the WFOE may direct the day to day operations of Shandong Xiangrui through the provision of management services and that Shandong Xiangrui and the Shandong Xiangrui shareholders shall appoint directors and senior management of Shandong Xiangrui according to the WFOE’s recommendations. Moreover, Shandong Xiangrui agrees that, without the prior consent of the WFOE, Shandong Xiangrui will not engage in any transactions that could materially affect its assets, obligations, rights or operations, including assumption of indebtedness, incurrence of encumbrance on any of its assets in favor of a third party or assignment of agreements relating to its operation to any third party.

Proxy Agreement

The WFOE, Shandong Xiangrui and the Shandong Xiangrui shareholders have entered into a Proxy Agreement with a term of twenty-five years. Under this agreement, the Shandong Xiangrui shareholders agree to irrevocably entrust the person designated by the WFOE with their shareholder rights in Shandong Xiangrui. In order for the parties to perform their obligations under the VIE Agreements, the Proxy Agreement provides that the WFOE’s designee may attend shareholder meetings and execute resolutions, sell or pledge the shareholders’ respective equity interests in Shandong Xiangrui and vote for directors, executive officers and other personnel of Shandong Xiangrui.

As a result of the VIE Agreements described above, we will included Shandong Xiangrui’s historical financial results in our consolidated financial statements as a variable interest entity pursuant to U.S. GAAP following the date of the VIE Agreements. We have also consolidated such results prior to the date of the VIE Agreements in our Pro Forma financial information.

Option Agreements

Four option agreements have been entered into between Mr. Chongxin Xu, the majority shareholder of Xiangrui prior to the exchange, and the Shandong Xiangrui shareholders, dated May 13, 2011. Under these agreements, each of the optionees has an option to purchase the capital stock in the Company held by Mr. Xu at any time during the period commencing on the 90th day following the signing date of the option agreements and ending on the second anniversary of the signing date of the option agreements, at an aggregate exercise price of twenty thousand U.S. dollars ($20,000). Moreover, during the term of the option agreements, Mr. Xu has agreed that he will not transfer, dispose of or encumber the option shares held by him. Mr. Xu agrees that he will not, without the prior approval of the optionees, vote the option shares with regard to Xiangrui or any direct or indirect subsidiary or affiliate of Xiangrui, in respect of, change of control, increase of authorized shares, payment of dividends, liquidation or dissolution, and other material changes to the operation and day-to-day businesses of the respective companies. The terms of the option agreements are more fully described below:

•		On May 13, 2011, Mr. Xu and Mr. Xuchun Wang entered into an option agreement pursuant to which Mr. Wang has the option to purchase ten million eight hundred eighty thousand two hundred nineteen (10,880,219) shares of the capital stock of our Company currently held by Mr. Xu representing eighty one percent (81%) of the issued an outstanding capital stock of our Company. The exercise price of the option is $0.001 per share, for an aggregate purchase price of $17,600. The option right vests and becomes exercisable on the 90th day following the execution date of the option agreement. The option has a term of 2 years. Upon the exercise of the option Mr. Xuchun Wang would become the majority shareholder of our Company.
•		On May 13, 2011, Mr. Xu and Mr. Lingfa Huang entered into an option agreement pursuant to which Mr. Huang has the option to purchase nine hundred eighty nine thousand one hundred twelve (989,112) shares of the capital stock of our Company currently held by Mr. Xu representing eight percent (8%) of the issued an outstanding capital stock of our Company. The exercise price of the option is $0.001 per share, for an aggregate purchase price of $1,600. The option right vests and becomes exercisable on the 90th day following the execution date of the option agreement. The option has a term of 2 years.
•		On May 13, 2011, Mr. Xu and Mr. Guo Wang, our current CEO, entered into an option agreement pursuant to which Mr. Wang has the option to purchase two hundred forty seven thousand two hundred seventy seven (247,277) shares of the capital stock of our company currently held by Mr. Xu representing two percent (2%) of the issued an outstanding capital stock of our Company. The exercise price of the option is $0.001 per share, for an aggregate purchase price of $400. The option right vests and becomes exercisable on the 90th day following the execution date of the option agreement. The option has a term of 2 years.
•		On May 13, 2011, Mr. Xu and Mr. Binglong Qiao entered into an option agreement pursuant to which Mr. Qiao has the option to purchase two hundred forty seven thousand two hundred seventy seven (247,277) shares of the capital stock of our company currently held by Mr. Xu representing two percent (2%) of the issued an outstanding capital stock of our Company. The exercise price of the option is $0.001 per share, for an aggregate purchase price of $400. The option right vests and becomes exercisable on the 90th day following the execution date of the option agreement. The option has a term of 2 years.

The relationships between the optionees and members of our management and affiliates are discussed in more detail in the section above entitled “Business.”

Our Business

Principal Products and Distribution

We are a producer of pharmaceutical- and food-grade refined corn products for the domestic China market and are headquartered in Shandong Province in China. We purchase raw corn from corn growers located near us in Shandong Province, and refine the corn at our plant into corn starch and glucose. Corn starch and glucose are our principal products, and contributed 78.4% and 21.2%, respectively, to our total revenues in calendar year 2010.

Our customers are located primarily in Shandong Province. We sell products constituting approximately 90% of our revenues through our direct sales force, with the remaining 10% sold to distributors. Our principal customers purchase corn starch and glucose products for use in the food and beverages as well as the pharmaceuticals industries, which together constituted approximately 66.5% of our 2010 revenue. Our other corn-refined products are principally sold to the animal feed industry, which accounted for approximately 17.9% of our 2010 revenue. Sales of our products to the industrial manufacturing sector accounted for approximately 9.0% of our 2010 revenue.

Competitive Strengths

We are a corn processor located in Shandong province. Corn is one of the highly cultivated crops globally, and in China, corn is the second largest crop. There are more than 1,000 types of corn-based products in the world which are widely used in food, beverages, animal feed, and industrial production. The corn refinery industry has witnessed rapid growth recently, with total sales of China’s corn refinery industry having grown at a compound annual growth rate of 35.7% during the period from 2005 to 2010, “2010 China Corn Refinery Industry Analysis Report” (the “Report”) issued by Beijing Wisdom Information Consulting Co., Ltd. The Report can be purchased online at the research institution’s website (http://www.cninfo360.com). The Report is only available in Chinese. According to the Report, the total sales of China’s corn refinery industry are projected to reach $138.3 billion in 2015 from $62.5 billion in 2011, representing a compound annual growth rate of 22.0%. China’s corn refinery industry is highly competitive. In the corn refinery industry, companies compete on price, quality and product availability. The Report states that China’s five largest corn refinery companies account for approximately 19% of China’s total corn processing capacity. Our production capacity accounts for less than 1% of China’s total corn processing capacity.

We believe that the following strengths enable us to compete effectively in and to capitalize on this growing corn refinery industry in China:

	•		Strategic location. Our factory is strategically located in Shandong province. Shandong province became China’s largest corn producer in 2010 and accounted for 11.7% of China’s total corn output. We believe this strategic location allows us better access to corn suppliers at a lower transportation cost than other corn refinery factories located outside Shandong province.
	•		Entry Barrier. In 2010, we had an annual production capacity of 80,000 tonnes. As of the date of this Current Report we have an annual production capacity of 120,000 tonnes. The National Development and Reform Commission of China (“NDRC”), which formulates and implements strategies of national economic and social development, has issued policies to ensure the healthy development of China’s corn refinery industry in an environmentally friendly and sustainable way. The NDRC has commanded small-scale corn refinery factories without waste water treatment systems to cease operation and halted approval of new small-scale corn refinery projects. These policies establish a higher entry barrier for China’s corn refinery industry. We have complied with the mandated environmental requirements and are equipped with waste water treatment facilities.
	•		Business to business sales model. We use a “business to business” sales model and sell more than 90% of our products to end users of our products directly. We believe this sales model enables us to better manage our supply chain and reduce distribution costs. Selling directly to end users also better equips us to gather information on consumption of our products and make more effective production decisions. Moreover, it encourages us and our end users to establish a long-term business relationship which may provide stability in our sales.
	•		GMP Certification. As required by the State Foods and Drugs Administration of China (“SFDA”), only “good manufacturing practice” (“GMP”) certified factories can produce pharmaceutical grade crystalline glucose in China. We have a GMP certified crystalline glucose production line.
	•		Quality Standards. Manufacturing of certain corn-based products requires certain approvals, licenses and certifications issued by relevant governmental authorities. Securing approvals, licenses and certifications can be an entry barrier for new businesses. We have secured relevant approvals, licenses and certifications for our products. For manufacturing and sale of corn starch and related products, we hold a Food Sanitary License issued by the Dongping County Sanitation Administration and a National Industrial Product Manufacturing License issued by the Quality and Technology Supervision Bureau of Shandong Province. For the glucose we produce for medical use, we hold a Drug Manufacturing License issued by the Shandong Food and Drug Administration and a Certificate of Good Manufacturing Practices for Pharmaceutical Products of the PRC issued by the Shandong Food and Drug Administration. For procurement of raw materials, we hold a License for Grain Procurement issued by the Dongping County Administration of Grain. The terms of these licenses and certifications are detailed in the sections below entitled “Licenses” and “Government Approvals and Regulations.”
	•		Experienced Management Team. Our senior management team has extensive experience in the corn refinery industry. A majority of our senior management team members have been with us since the formation of Shandong Xiangrui. Mr. Guangyin Meng, our chairman, has nearly twenty years of experience in the agricultural industry. Mr. Dianshun Zhang, our director, has over twenty years of experience in the agricultural industry. Mr. Guo Wang, our CEO, has nearly ten years of experience in the agricultural industry. For details of the experience and qualifications of our directors and senior officers refer to the section entitled “Directors and Executive Officers.”

Research and Development

We spent approximately 12,480 hours on research and development, or R&D, in the last two fiscal years. In 2010, we spent approximately $30,000 on R&D. We did not make an expenditure on R&D in 2009.

Raw Materials

Our principal raw material is corn kernels, which we procure principally from individual farmers close to our plant in Dongping County, Shandong Province and nearby counties in Shandong Province. In general, we do not enter into long-term supply contracts for our corn kernel purchases, in order to provide us with flexibility in purchasing corn kernels at competitive prices. We anticipate that we will be able to obtain sufficient supply of corn kernels, because (a) our plant is strategically located in Dongping County, Shandong Province, which is the top corn growing province in China; (b) in the second quarter of 2011 we entered into corn kernel supply agreements with four enterprises, namely Tai’an Branch of China Grain Reserves Corporation, Ji’nan Jinliang Grains Storage Co., Ltd., Shanghai Yihai Commerce & Trade Co., Ltd., and Zhongjiao Grain and Oil Storage Center, Qingdao Tariff-free Area. Pursuant to such agreements, the corn kernels purchased from such enterprises account for approximately 60% of those ordinarily consumed by our Company. Under these supply agreements, a stable supply of corn kernels at market prices can be guaranteed to us during the low season of corn supply starting in July to September. These agreements have been filed as exhibits 10.22, 10.23, 10.24 and 10.25 to this Current Report. For risks relating to the supply of raw materials, refer to the section entitled “Risk Factors — Significant fluctuations in raw material prices may have a material adverse effect on us.”

Major Customers

Our sales are based on purchase orders with our customers. Sales to our top ten customers represented 30.8% and 22% of our total revenues in 2010 and 2009 respectively. Sales to Shandong Sanxing Corn Technology, our biggest customer in terms of sales, accounted for 5.9% of our total revenues in 2010. No single customer accounted for more than 10% of our revenues in 2010 and 2009.
The following tables set forth our top ten customers in 2010 and 2009.

2010 top ten customers

						Volume				Sales
Client		Product				(tonnes)				Contribution
Shangdong Sanxing Corn Technology		Corn Starch					5200				5.9	%
Hunan Hongyingxiang Biology		Corn Starch					4680				4.6	%
Qupu Pharmacy		Corn Starch					4300				4.3	%
Linyi Lihua Paper		Corn Starch					1630				1.6	%
Yishui Hengye Commerce		Corn Starch					2250				3.3	%
Yanzhou Minhe Forage		Corn Starch					1980				2.9	%
Dongying Xiaguang Chemical Engineering		Corn Starch					2500				2.5	%
Shandong Hualu Pharmacy		Glucose					1600				2.1	%
Jinhu Xinyuan Starch Adhesive		Corn Starch					1970				1.9	%
Shandong Quanrun Paper		Corn Starch					1760				1.7	%
Total											30.8	%

2009 top ten customers

						Volume				Sales
Client		Product				(tonnes)				Contribution
Qupu Pharmacy		Corn Starch					2950				5.3	%
Baolingbao Biology		Corn Starch					2450				4.4	%
Guizhou Kelun Pharmacy		Glucose					481				1.2	%
Shandong Lukang Pharmacy		Glucose					670				1.8	%
Jinhu Xinyuan Starch Adhesive		Corn Starch					980				1.7	%
Wuxi Saide Biological Engineering		Corn Starch					675				1.2	%
Shandong Qifa Pharmacy		Corn Starch					940				1.7	%
Hunan Hongyingxiang Biology		Corn Starch					880				1.6	%
Shandong Hualu Pharmacy		Glucose					600				1.6	%
Anhui Huanqiu Pharmacy		Glucose					556				1.4	%
Total											22	%

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements

Patents

We have developed technology and know-how in our manufacturing activities but have not patented our technology and know-how. On January 1, 2009, Ruixing Group and the Company entered into a Patent License Agreement. We currently hold a license (Patent Number ZL 200320121543.6) granted by Ruixing Group Co., Ltd. to use its patent for Upflow Anaerobic Sludge Blanket from January 1, 2009 to January 1, 2019. We obtained the license for free. The Upflow Anaerobic Sludge Blanket license is a waste water treatment technology license. With such technology, the Company is able to recycle waste water that comes from the production process of corn starch so that the water meets the chemical oxygen demand (COD) standard required by the Chinese government. Possessing a qualified waste water treatment facility and water treatment technology is crucial in the corn refinery industry as the government of China intends to shut down small factories that operate without the required waste water treatment systems.

Franchises, Concessions, Royalty Agreements

We currently hold no franchise, concession, or royalty agreements with third parties.

Trademarks

We sell our corn starch and other corn based products under the trademark “Ruixing Pinghu” and the following logo , with Trademark Numbers 3481175, 4505548 and 4671028. The trademark and logo were licensed to us for use from January 1, 2008 to January 1, 2018 by Ruixing Group, pursuant to the Trademark License Agreement entered into between the Company and Ruixing Group on January 1, 2008. We obtained the licenses for the trademark and logo for free.

We sell our pharmaceutical grade crystalline glucose products under the trademark “Xiangxing”.

Licenses

Drug Manufacturing License

The Company currently holds a Drug Manufacturing License (Ref: Lu Ha 20100011) with a term from July 18, 2010 to July 17, 2015. The license was issued by the Shandong Food and Drug Administration and the scope includes bulk drugs.

Food Sanitary License

The Company currently holds a Food Sanitary License (Ref: Lu Wei Shi Zheng Zi (2009) No. 370923-000165) with a term from February 26, 2009 to February 25, 2013. The license was issued by the Dongping County Sanitation Administration and the scope includes the sale of corn starch and related products.

National Industrial Product Manufacturing License

The Company currently holds a National Industrial Product Manufacturing License (Ref: QS 3709 2301 0032) with a term from May 18, 2009 to June 18, 2012. The license was issued by the Quality and Technology Supervision Bureau of Shandong Province and the scope includes starch and starch products.

Certificate of Good Manufacturing Practices for Pharmaceutical Products of the PRC

The Company currently holds a Certificate of Good Manufacture Practices for Pharmaceutical Products of the PRC (Ref: Lu K0595), with a term from June 18, 2009 to June 17, 2014. The license was issued by the Shandong Food and Drug Administration and the scope includes inspection of bulk drugs (glucose).

Certificate of Fodder Manufacturer Investigation

The Company currently holds a Certificate of Fodder Manufacturer Investigation (Ref: Lu Si Shen (2009)09043) dated August 20, 2009. The certificate was issued by the Shandong Animal Husbandry and Veterinary Bureau and the product class includes single fodder (corn gluten and corn bran). If any enterprise fails to make an annual filing with the relevant authority, and such failure has continued for 2 years, the authority may issue a notice to the enterprise requiring it to make an annual filing. Under such circumstances, if the enterprise still fails to make the annual filing, such certificate will be revoked. We are in the process of applying for the 2011 certificate.

License for Grain Procurement

The Company currently holds a License for Grain Procurement (Ref: Lu 1860007.0) issued by the Dongping County Administration of Grain. The term of this license is from January 6, 2011 to January 6, 2013.

Sewage Discharge Permit

The Company currently holds a Sewage Discharge Permit (Ref. No.: Lu Huan Xu Zi No. 370923009-1) issued on January 5, 2011 by the Dongping County Environmental Protection Bureau. The term of this permit is from January 2011 to December 2012.

Government Approvals and Regulations

Because our operating subsidiaries are located in the PRC, we are subject to extensive PRC governmental laws and regulations relating to licensure, conduct of operations, ownership of facilities and land use rights, employment, tax, foreign exchange and environmental compliance. We believe that we are in material compliance with all PRC laws, rules or regulations relating to our operations in the PRC.

Regulations of Manufacturing of Pharmaceutical Products

In the PRC, the State Food and Drug Administration, or SFDA, is the authority that monitors and supervises the administration of pharmaceutical products, medical appliances and equipments, as well as food and cosmetics.

Pursuant to the Law on the Administration of Pharmaceuticals of the PRC and its implementation regulations, and the Measures on the Supervision and Administration of the Manufacturing of Pharmaceuticals, a pharmaceutical manufacturing enterprise is required to obtain a drug manufacturing license and a business license in order to legally operate its business. The drug manufacturing license is issued by a local branch of SFDA at the provincial level. The license is valid for five years. A pharmaceutical manufacturing enterprise must apply for an extension six months prior to the license’s expiration. We currently hold a business license and a Drug Manufacturing License. For more details of these licenses refer to the section above entitled “Licenses.”

Furthermore, a pharmaceutical manufacturing enterprise must comply with the GMP Standards which impose various requirements on production plants, facilities, raw materials, manufacturing management and quality control processes. We have obtained a Certificate of Good Manufacturing Practices for Pharmaceutical Products of the PRC. For more details of this license refer to the section above entitled “Licenses.”

Regulations of Foreign Funded Enterprises

Statutory Reserve Fund Requirements

According to Chinese laws, regulations and accounting standards, enterprises in China are required to set aside, at minimum, 10% of their respective after tax profits as a statutory reserve. After these reserves have reached 50% of the registered capital, appropriations to the reserve account are no longer required. These reserves are statutorily required in order to fund possible operating losses. The reserves are not distributable as cash dividends. Furthermore, at the discretion of our directors, a portion of our after-tax profits may be used for a discretionary reserve. The discretionary reserve, like the statutory reserve, cannot be distributed as dividends. The discretionary reserve could however be used for funding operating losses, business expansion or increasing registered capital.

The registered capital of our WFOE is US$20,000. As our WFOE was established on May 6, 2011, our WFOE has not generated any after-tax profits in the year 2011. As such, our WFOE has not begun to set aside amounts for either reserve fund.

Shandong Xiangrui’s registered capital is US$2,416,480 (RMB 20,000,000 as converted into U.S. dollars on the contribution date). For the year 2009 and 2010, Shandong Xiangrui provided 10% of the statutory reserve and 6% of the discretionary reserve out of its distributable profits. Details of the contributions to the reserves are as follows:

		December 31
		2010				2009
		US$				US$
Statutory Reserve			326,619				27,561
Discretionary Reserve			195,972				16,537
Total			522,591				44,098

Provisions on Guiding the Orientation of Foreign Investment and the Guidance Catalogue of Industries for Foreign Investment

Foreign ownership of companies within the corn refinery industry is subject to significant restrictions under current PRC laws and regulations. For more details, refer to our disclosure in the section entitled “Business — VIE Arrangements.”

Regulations on Tax

PRC Enterprise Income Tax

Pursuant to the 2008 amendment of the PRC Enterprise Income Tax Law and its implementing rules, or the EIT Law, the enterprise income tax rate for foreign invested entities such as our WFOE is 25%. In addition, an enterprise established outside of China with “de facto management bodies” within China is considered a resident enterprise and will normally be subject to enterprise income tax of 25% on its global income. The implementing rules define the term “de facto management bodies” as “an establishment that exercises, in substance, overall management and control over the production, business, personnel, accounting, etc., of a Chinese enterprise.” If the PRC tax authorities subsequently determine that we should be classified as a resident enterprise, then our organization’s global income will be subject to PRC income tax of 25%. For detailed discussion of PRC tax issues related to resident enterprises, see “Risk Factors—Risks Related to Doing Business in China — Under the new EIT Law, we may be classified as a ‘resident enterprise’ of China.” Such classification will likely result in unfavorable tax consequences to us and our non-PRC stockholders.

Tax relating to Dividends Distributed by Foreign Invested Enterprises

According to the EIT Law, dividends payable to foreign investors will be subject to withholding tax at the rate of 10%, unless the foreign investor’s jurisdiction of incorporation has a tax treaty with the PRC that provides for a different withholding arrangement. Thus, if our WFOE distributes any dividends, our WFOE will be subject to a withholding tax of 10% on all dividends because currently the U.S. and China do not have a relevant tax treaty.

PRC Value Added Tax

Pursuant to the Provisional Regulation of China on Value Added Tax and its implementing rules, all entities and individuals that are engaged in the sale and importation of goods in China are generally required to pay value added tax, or VAT, at a rate of 17% on the gross sales proceeds, less any deductible VAT already paid or borne by the taxpayer. The rate of value added tax applied to Shangdong Xiangrui on products sold is 17%.

Regulations of Currency Conversion and Foreign Exchange

SAFE Regulation on Foreign Exchange

The State Administration of Foreign Exchange, or SAFE, regulates foreign exchange in China. The Renminbi (“RMB”) is the official currency of the PRC. The PRC government imposes strict control over the conversion of RMB into foreign currencies. The People’s Bank of China publishes the exchange rates based on the previous day’s dealings in the inter-bank foreign exchange market. In July 2005, the Chinese government changed its ten year old policy of pegging the value of the RMB with the U.S. dollar. Under this new policy, RMB is permitted to fluctuate within a narrow band against certain foreign currencies. When the U.S. dollar peg was removed, the RMB appreciated more than 20% against the U.S. dollar over the subsequent three years. Since July 2008, the RMB has traded within a narrow range of the U.S. dollar, but has fluctuated significantly against other freely traded currencies in tandem with the U.S. dollar.

Use of currency from current accounts, which are used for day-to-day business activities, and capital accounts, which are used for investments, are regulated by the Regulation on the Administration of Foreign Exchange, effective August 5, 2008. Prior approval from SAFE must be obtained before one can engage in foreign exchange sales and settlements under capital accounts. Foreign invested enterprises are generally granted a quota for foreign exchange conversions to be made out of current accounts. Such permission is granted on a per deal basis.

Although we do not currently intend to pay dividends, any inability to convert RMB into U.S. dollars will limit our ability to pay dividends in the future.

For risks relating to currency exchange, refer to the section entitled “Risk Factors — Restrictions in currency exchange may limit our ability to receive and use our revenues effectively.”

SAFE Regulations on Round Trip Investments

Pursuant to the Notice of the State Administration of Foreign Exchange on Relevant Issues concerning Foreign Exchange Administration for Domestic Residents to Engage in Financing and Roundtrip Investment via Overseas Special Purpose Vehicles (“Circular 75”) and its operating rules, a domestic resident engaging in equity financing (including convertible bond financing) abroad with assets or interests in a domestic enterprise via a special purpose vehicle, shall apply to the local branch of SAFE, for registration of the overseas investment before the special purpose vehicle is set up or controlled. Only after completing the foreign exchange registration with respect to an overseas investment, may the domestic resident pay profits, dividends, liquidation proceeds, equity transfer prices, or other capital proceeds to the special purpose vehicle. Furthermore, the domestic resident is required to modify the registration within 30 days of any material capital change event, such as increase or decrease of capital, share transfer or swap, merger or split, long term equity or debt investments and foreign guarantees.

Because of uncertainty over how Circular 75 and its operating rules will be interpreted and implemented, we cannot predict how they will affect our business operations or future strategies. For risks relating to Circular 75 refer to the section entitled “Risk Factors — Failure to comply with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident stockholders to personal liability, limit our ability to acquire PRC companies or to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to distribute profits to us or otherwise materially adversely affect us.”

SAFE Requirements for Option Holders

In March 2007, SAFE issued Operating Rules on the Foreign Exchange Administration of the Participation of Domestic Citizens in the Employee Stock Ownership Plans, Share Option Plans, Etc. of Overseas Listed Companies, or Circular 78, which requires Chinese citizens who are granted share options by an overseas publicly-listed company to register with SAFE. Four option agreements have been entered into between Mr. Chongxin Xu, the majority shareholder of Xiangrui prior to the stock exchange and the Shandong Xiangrui shareholders. For more information on the option agreements refer to the section entitled “Business — Option Agreements.” Failure of our PRC optionees to complete SAFE registrations may subject them to fines and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to distribute dividends to us, or otherwise materially adversely affect our business. Furthermore, we believe that if the optionees exercise their options, the optionees may need to file with SAFE to be in compliance with Circular 75 as discussed above. For more information, please refer to the section entitled “Risks Related to Doing Business in China - Failure to comply with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident stockholders to personal liability, limit our ability to acquire PRC companies or to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to distribute profits to us or otherwise materially adversely affect us” under the section entitled “Risk Factors.”

Environmental Regulations

The major environmental regulations applicable to us include the PRC Environmental Protection Law, the Administrative Regulations on Environmental Protection for Construction Projects, the Law on Appraisal of Impact on the Environment, the PRC Law on the Prevention and Control of Water Pollution and its implementing rules, the PRC Law on the Prevention and Control of Air Pollution and its implementing rules, the PRC Law on the Prevention and Control of Solid Waste Pollution, and the PRC Law on the Prevention and Control of Noise Pollution.

Our manufacturing facilities are subject to sewage discharge regulations. We are also subject to periodic inspections by local environmental protection authorities. Shangdong Xianrui currently holds a Sewage Discharge Permit. For details of this permit refer to the section above entitled “Licenses.” Our operating subsidiaries have received certifications from the relevant PRC government agencies indicating that their business operations are in material compliance with the relevant PRC environmental laws and regulations. We are not currently subject to any pending actions alleging any violations of applicable PRC environmental laws.
We are also subject to approvals by the NDRC described in the preceding section entitled “Our Business — Competitive Strengths — Entry Barrier.” We have materially complied with these environmental regulations. Our waste water treatment facilities recycle waste water that meet the chemical oxygen demand standard set by the Chinese government.

Land Use Rights

All urban land in China is owned by the State. Pursuant to the Interim Regulations of the People’s Republic of China Concerning the Assignment and Transfer of the Right to the Use of the State-owned Land in Urban Areas, effective May 19, 1990, individuals and companies are permitted to acquire rights to use urban land, or land use rights for specific purposes, including residential, industrial and commercial purposes. The land use rights are granted for a period of 70 years for residential purposes, 50 years for industrial purposes and 40 years for commercial purposes. These periods may be renewed at the expiration of the initial and any subsequent terms. Upon approval by both the land administrative authorities and city planning authorities, land reserved for industrial use may be converted to land for other uses. Granted land use rights are transferable and may be used as security for loans and other obligations. We have received the necessary land use rights certificates for two plots of industrial land. See “Management Discussion and Analysis of Financial Condition and Results of Operations — Description of Property — Land Use Rights.”

Employees

As of December 31, 2010, we had a total of 214 employees, all of whom are full-time employees.

The following table sets forth the number of employees by function:

HR & Admin.			6
Sales			23
Production			159
R & D			6
Sourcing			4
Quality Control			12
Finance			4
Total			214

The PRC Labor Contract Law, which became effective on January 1, 2008, requires that we enter into employment contracts with all of our employees and respect statutory guidelines with respect to social insurance contributions, employment safety, wages, vacation and rest. We believe we are in material compliance with applicable PRC employment laws and regulations. We have entered into employment contracts with our officers, managers and employees. We believe that we maintain a satisfactory working relationship with our employees, and we have not experienced any significant disputes or any difficulty in recruiting staff for our operations. None of our employees are represented by a labor union or similar collective bargaining organization.

Our employees in China participate in a state pension scheme organized by PRC municipal and provincial governments. We are currently required to contribute to the scheme at the rate of 29% of the average monthly salary. We have made all of the requisite contributions as of the date of this Current Report.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business

We face stiff competition, some of which may be from companies which may be better capitalized and more experienced than us.

We operate in a highly competitive environment. The industry in which we operate is characterized by quality and price sensitivity. Many of our products compete with virtually identical or similar products manufactured by other domestic and global manufacturers, several of which have more financial resources than we do. While we expect to continue to invest in product development and productivity improvements to compete effectively in our markets, we cannot assure you that we can successfully remain competitive.

We face changing economic and market conditions in the corn refinery industry in China.

In China, the corn refinery industry may be affected by changing economic and market conditions. Following China’s accession to the World Trade Organization, an increasing number of foreign investors may set up production facilities in the PRC, which could lead to increased competition. If we are unable to compete with our competitors or we are unable to react promptly to changes in the business environment, this could have a material adverse effect on our business, results of operations or financial condition.

We have not entered into long-term sales agreements with most of our customers.

We have not entered into long-term sales agreements with most of our customers. Each year our customers give us their proposed purchase plan for the year. Our business with our customers always has been, and will continue to be, conducted on the basis of actual purchase orders received from them from time-to-time. If any of our customers, particularly our ten largest customers, reduce its purchase orders or terminate its business relationship with us, this could have a material adverse effect on our business, results of operations or financial condition.

The corn refinery industry may be affected by changes in weather patterns.

Changes in weather patterns affect the supply of corn kernels. Any material change in climate conditions could adversely affect our manufacturing costs and this could have a material adverse effect on our business, results of operations or financial condition.

We face risks of epidemics and other disasters, which could severely disrupt our business operations.

Our business operations could be adversely and materially affected by the outbreak of H1N1, avian influenza, swine influenza, severe acute respiratory syndrome, or SARS, or another epidemic. In 2009 and 2010, there were outbreaks of swine influenza in China and certain regions of the world. In 2006 and 2007, there were occurrences of avian influenza in various parts of China, including a few confirmed human cases. An adverse public health development in China could require the temporary closure of our offices and facilities. Such closures could severely disrupt our business, results of operations or financial condition.

Our operations are vulnerable to interruption and damage from man-made or natural disasters, including acts of terrorism, earthquakes, fire, floods, war, environmental accidents, power failure, communications failures and similar events, which may disrupt raw materials, utilities or our production facilities. If any significant natural or man-made disaster were to occur in the future, this could severely disrupt our business, results of operations or financial condition.

We do not have patents or other intellectual property rights over our technology and know-how that would prevent third parties from selling products similar to ours, which may allow competitors to capture market share from us.

As of December 31, 2010, we hold no patents over our technology and know-how and thus cannot prevent third parties from selling products similar to us. In addition, we do not have any confidential or proprietary processes or procedures that would make it difficult for a competitor to produce products like ours. This lack of intellectual property protection permits competitors to manufacture and sell products that compete directly with us, which may allow them to capture market share from us and therefore adversely affect our results of operations. Moreover, competition in markets in which we compete is largely based on price, quality and product availability. If our competitors develop a more efficient product or undertake more aggressive and costly marketing campaigns than us, this could have a material adverse effect on our business, results of operations or financial condition.

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

Shandong Xiangrui was founded and commenced business in April 2005. Our limited operating history in the corn refinery industry may not provide a meaningful basis on which to evaluate our business. Although Shandong Xiangrui’s revenue has grown since its inception, we cannot assure you that we will maintain our profitability or that we will not incur net losses in the future. We expect that our operating expenses will increase as we expand. Any significant failure to realize anticipated revenue growth could result in significant operating losses. We will continue to encounter risks and difficulties frequently experienced by companies at a similar stage of development, including our potential failure to:

	•		expand our product offerings and maintain the high quality of our products;
	•		manage our expanding operations, including the integration of any future acquisitions;
	•		obtain sufficient working capital to support expansion and fill customers’ orders in time;
	•		maintain adequate control of our expenses;
	•		implement our product development, marketing, sales, and acquisition strategies and adapt and modify them as needed; or
	•		anticipate and adapt to changing conditions in the corn refinery industry in which we operate as well as the impact of any changes in government regulations, mergers and acquisitions involving our competitors, technological developments and other significant competitive and market dynamics.

If we are not successful in addressing any of these risks, and other risks as indicated in this section of Risk Factors, our business may be materially and adversely affected.

We cannot give any assurance that any plans for future expansion will be implemented or that they will be successful.

There is no guarantee that any expansion plans we may have now or in the future will be implemented or that they will be successful. These plans are subject to, among other things, their feasibility to meet the challenges we face, our ability to arrange for sufficient funding, our ability to obtain government approvals and our ability to hire qualified and capable employees to carry out these expansion plans.

Inadequate funding for our capital expenditures may affect our growth and profitability.

Our total revenues have increased from $17.12 million for the 2009 fiscal year to $42.05 million for the 2010 fiscal year. Our continued growth is dependent upon our ability to raise capital from outside sources and improve our profitability. Our ability to obtain financing will depend upon a number of factors, including:

	•		our financial condition and results of operations;
	•		the condition of the PRC economy and the corn refinery industry in the PRC;
	•		conditions in the relevant financial markets; and
	•		relevant PRC laws and regulations.

The industry in which we operate is capital intensive and requires a substantial amount of capital and other long-term investments, including those relating to construction or expansion of production facilities. If we are unable to obtain financing, as needed, on a timely basis and on acceptable terms to our investors or lenders, our financial position, competitive position, growth and profitability may be adversely affected.

We may not be able to effectively control and manage our growth.

When our business and markets grow and develop, it will be necessary for us to finance and manage expansion in an orderly fashion. We may not have the requisite experience to manage and operate a larger, more modern cornstarch manufacturing plant and an enhanced glucose production line. In addition, we may face challenges in managing our expanding product offerings and in integrating acquired businesses with our own. These events would increase demands on our existing management, workforce and facilities. Failure to satisfy these increased demands could interrupt or adversely affect our operations and cause production backlogs, longer product development time frames and administrative inefficiencies.

Significant fluctuations in raw material prices may have a material adverse effect on us.

We do not have any long-term supply contracts with our raw materials suppliers. Any significant fluctuation in price of our raw materials could have a material adverse effect on the manufacturing cost of our products. We are subject to market conditions and although raw materials are generally available and we have not experienced any raw materials shortage in the past, we cannot assure you that the necessary materials will continue to be available to us at prices currently in effect or acceptable to us.

We may have limited options in the short-term for alternative supplies if our suppliers fail for any reason, including their business failure or financial difficulties, to continue the supply of raw materials. Moreover, identifying and accessing alternative sources may increase our costs.

Although we are in the corn-producing region in Shandong province, there is no guarantee that we will not face a shortage of corn kernels because of some natural calamity or other reasons beyond our control.

We intend to mitigate the risks of a shortage in corn kernels by taking advantage of low season prices and storing a certain amount of raw materials. We cannot guarantee these measures will be effective in eliminating or mitigating all risks attendant to the supply of raw materials. In the event that our cost of materials increase, we may have to raise prices of our products, making us less competitive in price. Alternatively, we may not be able to pass potential increases in the cost of materials on to customers through raising prices of our products. This may result in our profit margin being adversely affected.

Energy price fluctuations could adversely affect our results of operations.

We consume electricity and steam to generate energy. The total energy costs represent approximately 7.5% of our product costs, among which electricity accounts for approximately 2.5% while steam accounts for approximately 5%. We use energy primarily in our manufacturing process. If the supply of electricity is interrupted or the cost of electricity increases substantially, and we are unable to secure an alternative source of electricity for our manufacturing process, our manufacturing activities could be adversely affected or our manufacturing costs could increase substantially. If the supply of steam is interrupted or the steam supplied to us is contaminated or otherwise becomes unsuitable or unavailable for our manufacturing activities, and we are unable to secure an alternative source of steam for our manufacturing requirements, our manufacturing activities could be adversely affected or our manufacturing costs could increase substantially. The market prices for these utilities may vary considerably depending on supply and demand, and other factors. As China’s economy has grown rapidly, demand for these utilities has increased resulting in higher prices for these utilities, shortage of supply, or rationing of such utilities. We cannot assure you that we will be able to purchase these utilities at prices that we can adequately pass on to customers to sustain or increase profitability.

Unexpected equipment failures may damage our business due to production curtailments or shutdowns.

We conduct periodic inspection and maintenance of all of our equipment to minimize the impact of interruption of production and prevent breakdown because our machinery is highly specialized and cannot be repaired or replaced without significant expense and time delay. On occasion, our equipment may be out of service as a result of unanticipated failures which may result in material plant shutdowns or periods of reduced production. Interruptions in production capabilities will inevitably increase production costs and reduce our sales and earnings. In addition to equipment failures, our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or adverse weather conditions. Furthermore, any interruption in production capability may require us to make large capital expenditures to remedy the situation, which could have a negative effect on our profitability and cash flows. In addition, longer-term business disruption could result in a loss of customers. If this were to occur, our future sales levels, and therefore our profitability, could be adversely affected.

If our customers and/or the ultimate consumers of our products successfully assert product liability claims against us due to defects in our products, our operating results may suffer and our reputation may be harmed.

Since some of our products are used by pharmaceutical companies, we face an inherent risk of exposure to claims in the event that the failure, use or misuse of our products results, or is alleged to result, in bodily injury, property damage or economic loss. We believe that we meet or exceed existing professional specification standards recognized or required in the industries in which we operate. We have not been subject to claims in the past, but there is no guarantee that we will not be subject to claims in the future. We currently do not maintain product liability coverage and such insurance may be difficult to obtain on terms acceptable to us and may not cover warranty claims.

A successful product liability claim or series of claims against us, including one or more consumer claims purporting to constitute class actions, or a significant warranty claim or series of claims against us could materially decrease our liquidity and impair our financial condition.

Our products may become subject to recall in the event of defects or other performance related issues.

We are at risk for product recall costs which are costs incurred when, either voluntarily or involuntarily, a product is recalled through a formal campaign to solicit the return of specific products due to a known or suspected performance defect. Costs typically include the cost of the product and the cost of the recall borne by our customers and labor to remove and replace the defective product. Our products have not been the subject of an open recall. If a recall decision is made, we will need to estimate the cost of the recall and record a charge to earnings in that period. In making this estimate, judgment is required as to the quantity or volume to be recalled, the total cost of the recall campaign, the ultimate negotiated sharing of the cost between us and our distributor or customer. As a result, these estimates are subject to change. Excessive recall costs or our failure to adequately estimate these costs may negatively affect our operating results.

Our reliance on certain industries for a significant portion of our sales could have a material adverse affect on our business.

Approximately 78.4% of our 2010 revenue was from sales of corn starch and 21.2% of our 2010 revenue was from sales of crystalline glucose to the pharmaceutical and food and beverage industries. If our customers were to substantially decrease their purchases, our business could be materially adversely affected.

Our inability to contain costs could adversely affect our future profitability and growth.

Our future profitability and growth depend on our ability to contain operating costs and per-unit product costs and to maintain and/or implement effective cost control programs, while at the same time maintaining competitive pricing and superior quality products, customer service and support. Our ability to maintain a competitive cost structure depends on continued containment of manufacturing, delivery and administrative costs, as well as the implementation of cost-effective purchasing programs for raw materials, energy and related manufacturing requirements.

If we are unable to contain our operating costs and maintain the productivity and reliability of our production facilities, our profitability and growth could be adversely affected.

Our profitability may be affected by other factors beyond our control.

Our operating income and ability to increase profitability depend to a large extent upon our ability to price finished products at a level that will cover manufacturing and raw material costs and provide an acceptable profit margin. Our ability to maintain appropriate price levels is determined by a number of factors largely beyond our control, such as aggregate industry supply and market demand, which may vary from time to time, and the economic conditions of the geographic regions where we conduct our operations.

Potential environmental liability could have a material adverse effect on our operations and financial condition.

Although it has not been alleged by PRC government officials that we have violated any current environmental regulations, we cannot assure you that the PRC government will not amend the current PRC environmental protection laws and regulations. Our business and operating results may be materially and adversely affected if we were to be held liable for violating PRC environmental regulations or if we were to increase expenditures to comply with environmental regulations affecting our operations.

We have inadequate insurance coverage.

We do not presently maintain product liability insurance which leaves us with exposure to claims filed against us. We cannot assure you that we would not face liability in the event of the failure of any of our products.

We do not have other insurance such as business liability or disruption insurance coverage for our operations in the PRC.
We do not maintain a reserve fund for warranty or defective products claims. Our costs could substantially increase if we experience a significant number of warranty claims. We have not established any reserve funds for potential warranty claims since historically we have experienced few warranty claims for our products so that the costs associated with our warranty claims have been low. If we experience an increase in warranty claims or if our repair and replacement costs associated with warranty claims increase significantly, it would have a material adverse effect on our financial condition and results of operations.

We rely on our senior management team for the management of our business, and the loss of their services may significantly harm our business and prospects.

We depend, to a large extent, on the abilities and participation of our current senior management team, but have a particular reliance upon Mr. Guangyin Meng, chairman of our Board of Directors, Mr. Dianshun Zhang, our director, Mr. Guo Wang, our current CEO, Mr. Wencai Pan, our CFO and Mr. Shoubing Tang our vice president of sales for the direction of our business. The loss of the services of these individuals, for any reason, may have a material adverse effect on our business and prospects. We cannot assure you that the services of these individuals will continue to be available to us, or that we will be able to find a suitable replacement for these individuals. We do not have key man insurance policy on these individuals. If we are unable to replace these individuals for a prolonged period of time, we may be unable to carry out our long term business plan and our future prospect for growth, and our business may be harmed.

We may not be able to hire and retain qualified personnel to support our growth and if we are unable to retain or hire such personnel in the future, our ability to improve our products and implement our business objectives could be adversely affected.

Our future success depends heavily upon the continuing services of the members of our current senior management team. If one or more of our senior executives or other key personnel is/are unable or unwilling to continue in his/her/their present positions, we may not be able to replace them easily or at all, and our business may be disrupted and our financial condition and results of operations may be materially and adversely affected. Competition for senior management and personnel is intense, the pool of qualified candidates is very limited, and we may not be able to retain the services of our senior executives or senior personnel, or attract and retain high-quality senior executives or senior personnel in the future. This failure could materially and adversely affect our future growth and financial condition.

We may have difficulty establishing adequate management, legal and financial controls in the PRC, and such difficulties could reduce the value of any investment in our common stock.

The PRC historically has not adopted a Western style of management and financial reporting concepts and practices, or a modern Western style of banking, computer and other control systems. We may have difficulty in hiring and retaining a sufficient number of employees qualified in these areas to work for Shandong Xiangrui in the PRC. As a result of these factors, we have had, and may continue to have difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices relating to our PRC operations that meet Western standards.

Our existing stockholder has substantial influence over our company, and his interests may not be aligned with the interests of our other stockholders.

Mr. Chongxin Xu is the controlling shareholder of our common stock. As a result, he has significant influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. This concentration of ownership may also have the effect of discouraging, delaying or preventing a future change of control, which could deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our shares.

We will incur significant expenses as a result of continuing to be a public company, which will negatively impact our financial performance.

We will incur significant legal, accounting, insurance and other expenses as a result of continuing to be a public company. The Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Securities and Exchange Commission, or the SEC, have required changes in corporate governance practices of public companies. We expect that compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act as discussed below, will substantially increase our expenses, including our legal and accounting costs, and make some activities more time-consuming and costly. We also expect these laws, rules and regulations to make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage, which may make it more difficult for us to attract and retain qualified persons to serve on our board of directors or as officers. As a result of the foregoing, we expect a substantial increase in legal, accounting, insurance and certain other expenses in the future, which will negatively impact our results of operations and financial condition.

We may be exposed to potential risks relating to our internal controls over financial reporting and our ability to have those controls attested to by our independent auditors.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404, the SEC adopted rules requiring public companies to include a report of management on the company’s internal controls over financial reporting in their annual reports, including Form 10-K. In addition, for companies that are “accredited filers” or “large accelerated filers” the independent registered public accounting firm auditing a company’s financial statements must also attest to and report on the operating effectiveness of the company’s internal controls. Shandong Xiangrui was not subject to these requirements for the fiscal year ended December 31, 2010; accordingly, we have not evaluated our internal control systems in order to allow our management to report on our internal controls as required by these requirements of SOX 404. Our current board of directors has insufficient knowledge, training and experience in U.S. GAAP and internal control over financial reporting.

Under current law, we will be required to issue a report on management of the company’s internal controls over financial reporting beginning with our annual report for the fiscal year ending December 31, 2011. If we continue to qualify as a smaller reporting company for the fiscal year ending December 31, 2011, as we currently do, we will not be required to include an attestation from our independent auditors. We can provide no assurance that we will comply with the requirements imposed thereby. However, in the event that we no longer qualify as a smaller reporting company, there can be no assurance that we will receive a positive attestation from our independent auditors. In the event we identify significant deficiencies or material weaknesses in our internal controls that we cannot remediate in a timely manner or we are unable to receive a positive attestation from our independent auditors with respect to our internal controls, where applicable, investors and others may lose confidence in the reliability of our financial statements.

Current economic conditions may adversely impact demand for our products, reduce access to credit and cause our customers and others with which we do business to suffer financial hardship, all of which could adversely impact our business, results of operations, financial condition and cash flows.

Economic conditions may remain challenging for the foreseeable future in China and globally. General business and economic conditions that could affect us include short-term and long-term interest rates, unemployment, inflation, fluctuations in debt markets and the strength of the Chinese economy and the local economies in which we operate. While currently these conditions have not impaired our ability to access credit markets and finance our operations, there can be no assurance that there will not be a further deterioration in the financial markets.

There could be a number of other effects from these economic developments on our business, including reduced consumer demand for products; insolvency of our customers, resulting in increased provisions for credit losses; decreased customer demand, including order delays or cancellations and counterparty failures negatively impacting our operations.

In addition, the currently weak worldwide economic conditions and market instability make it increasingly difficult for us, our customers and our suppliers to accurately forecast future product demand trends, which could cause us to produce excess products that can increase our inventory carrying costs. Alternatively, this forecasting difficulty could cause a shortage of products that could result in an inability to satisfy demand for our products.

Our holding company structure may limit the payment of dividends.

We have no direct business operations, other than our ownership of our subsidiaries. While we have no current intention of paying dividends, should we decide in the future to do so, as a holding company, our ability to pay dividends and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiaries and other holdings and investments. In addition, our operating subsidiaries, from time to time, may be subject to restrictions on their ability to make distributions to us, including as a result of restrictive covenants in loan agreements, restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions as discussed below. If future dividends are paid in RMB, fluctuations in the exchange rate for the conversion of RMB into U.S. dollars may reduce the amount received by U.S. stockholders upon conversion of the dividend payment into U.S. dollars.

Chinese regulations currently permit the payment of dividends only out of accumulated profits as determined in accordance with Chinese accounting standards and regulations. Our subsidiaries and affiliates in China are also required to set aside a portion of their after tax profits according to Chinese accounting standards and regulations to fund certain reserve funds. Currently, our subsidiaries and affiliates in China are the only sources of revenues or investment holdings for the payment of dividends. If they do not accumulate sufficient profits under Chinese accounting standards and regulations to first fund certain reserve funds as required by Chinese accounting standards, we will be unable to pay any dividends.

Risks Related to Doing Business in China

We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could hurt our business.

We are subject to the Foreign Corrupt Practices Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. We have operations, agreements with third parties and make sales in China, which may experience corruption. Our activities in China create the risk of unauthorized payments or offers of payments by one of the employees, consultants, sales agents or distributors of our company, even though these parties are not always subject to our control. It is our policy to implement safeguards to discourage these practices by our employees. However, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, sales agents or distributors of our company may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

Changes in China’s political or economic situation could harm us and our operating results.

Economic reforms adopted by the Chinese government have had a positive effect on the economic development of the country, but the government could change these economic reforms or any of the legal systems at any time. This could either benefit or damage our operations and profitability. Some of the things that could have this effect are:

	•		Level of government involvement in the economy;
	•		Control of foreign exchange;
	•		Methods of allocating resources;
	•		Balance of payments position;
	•		International trade restrictions; and
	•		International conflicts.

The Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development, or OECD, in many ways. For example, state-owned enterprises still constitute a large portion of the Chinese economy and weak corporate governance and a lack of flexible currency exchange policy still prevail in China. As a result of these differences, we may not develop in the same way or at the same rate as might be expected if the Chinese economy was similar to those of the OECD member countries.

Our business is largely subject to the uncertain legal environment in China and your legal protection could be limited.

The Chinese legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which precedents set in earlier legal cases are not generally used. The overall effect of legislation enacted over the past 20 years has been to enhance the legal protections afforded to foreign invested enterprises in China. However, these laws, regulations and legal requirements are relatively recent and are evolving rapidly, and their interpretation and enforcement involve uncertainties. These uncertainties could limit the legal protections available to foreign investors, such as the right of foreign invested enterprises to hold licenses and permits such as requisite business licenses. In addition, all of our executive officers and our directors are residents of China and not of the U.S., and substantially all the assets of these persons are located outside the U.S. As a result, it could be difficult for investors to effect service of process in the U.S., or to enforce a judgment obtained in the U.S. against our Chinese operations and subsidiaries.

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

China only recently has permitted provincial and local economic autonomy and private economic activities. The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties or joint ventures.

Future inflation in China may inhibit our ability to conduct business in China.

In recent years, the Chinese economy has experienced periods of rapid expansion and highly fluctuating rates of inflation. During the past ten years, the rate of inflation in China has been as high as 20.7% and as low as -2.2%. These factors have led to the adoption by the Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for our products and our company.

Restrictions on currency exchange may limit our ability to receive and use our revenues effectively.

The majority of our revenues will be settled in Renminbi, and any future restrictions on currency exchanges may limit our ability to use revenue generated in Renminbi to fund any future business activities outside China or to make dividend or other payments in U.S. dollars. Although the Chinese government introduced regulations in 1996 to allow greater convertibility of the Renminbi for current account transactions, significant restrictions still remain, including primarily the restriction that foreign-invested enterprises may only buy, sell or remit foreign currencies after providing valid commercial documents, at those banks in China authorized to conduct foreign exchange business. In addition, conversion of Renminbi for capital account items, including direct investment and loans, is subject to governmental approvals in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items. We cannot be certain that the Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the Renminbi.

Failure to comply with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident stockholders to personal liability, limit our ability to acquire PRC companies or to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to distribute profits to us or otherwise materially adversely affect us.

In October 2005, the PRC State Administration of Foreign Exchange, or SAFE, issued the Notice on Relevant Issues concerning Foreign Exchange Administration for Domestic Residents to Engage in Financing and Roundtrip Investment via Overseas Special Purpose Vehicles, generally referred to as Circular 75. In May 2011, SAFE promulgated the Operating Rules of Circular 75, or the operating rules, which requires PRC residents to register with the competent local SAFE branch before establishing or acquiring control over an offshore special purpose company, or SPV, for the purpose of engaging in an equity financing outside of China on the strength of domestic PRC assets originally held by those residents. Amendments to registrations made under Circular 75 and its operating rules are required in connection with any increase or decrease of capital, transfer of shares, mergers and acquisitions, equity investment or creation of any security interest in any assets located in China to guarantee offshore obligations. Subsequent regulations further clarified that PRC subsidiaries of an offshore company governed by the SAFE regulations are required to coordinate and supervise the filing of SAFE registrations in a timely manner by the offshore holding company’s shareholders who are PRC citizens or residents. Failure to comply with the requirements of Circular 75 and its operating rules may result in fines and other penalties under PRC laws for evasion of applicable foreign exchange restrictions. Any such failure could also result in the SPV’s affiliates being impeded or prevented from distributing their profits and the proceeds from any reduction in capital, share transfer or liquidation to the SPV, or from engaging in other transfers of funds into or out of China.

In March 2007, SAFE issued further regulations requiring Chinese citizens who are granted share options by an overseas publicly-listed company to register with SAFE through a Chinese agent (including without limitation a Chinese subsidiary of the overseas publicly-listed company) and complete certain other procedures. We and our PRC employees who have been granted share options will be subject to these regulations upon the completion of this offering. Failure of our PRC share option holders to complete their SAFE registrations may subject these PRC residents to fines and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiaries, limited our PRC subsidiaries’ ability to distribute dividends to us, or otherwise materially adversely affect our business.

A number of option agreements have been entered into between Mr. Chongxin Xu and four PRC citizens. Each of the optionees has an option to purchase capital stock in our Company held by Mr. Xu. We believe that when each optionee excercises his option, he may need to file with SAFE to be in compliance with the regulations of foreign exchange listed above. The terms of the option agreements are more fully described in the section above entitled “Business — Option Agreements.”

If the China Securities Regulatory Commission, or CSRC, or another PRC regulatory agency determines that CSRC or other approval is required in connection with the reverse acquisition of Xiangrui , the reverse acquisition may be unwound, or we may become subject to penalties.

On August 8, 2006, six PRC regulatory agencies, including the CSRC, promulgated the Provisions Regarding Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rule, which became effective on September 8, 2006. The M&A Rule requires that an offshore company controlled by PRC companies or individuals that have acquired a PRC domestic company for the purpose of listing the PRC domestic company’s equity interest on an overseas stock exchange obtain the approval of the CSRC prior to the listing and trading of such offshore company’s securities on an overseas stock exchange. In addition, when an offshore company acquires a PRC domestic company, the offshore company is generally required to pay the acquisition consideration within three months after the issuance of the foreign-invested company’s business license unless certain ratification from the relevant PRC regulatory agency is obtained. On September 21, 2006, the CSRC, pursuant to the M&A Rule, published on its official web site procedures specifying documents and materials required to be submitted to it by offshore companies seeking CSRC approval of their overseas listings.

We believe that the M&A Rule concerning the CSRC approval for acquisition of a PRC domestic company by an offshore company controlled by PRC companies or individuals should not apply to our reverse acquisition of Xiangrui because none of Xiangrui and SMSA is a “special purpose vehicle” or an “offshore company controlled by PRC companies or individuals” at the moment of acquisition. A number of option agreements have been entered into between Mr. Chongxin Xu and four PRC citizens. Each of the optionees has an option to purchase capital stock in our Company held by Mr. Xu. Because of the substantial uncertainties regarding the interpretation and application of the M&A Rule by PRC governmental authorities, should a PRC governmental authority challenge the purpose or effect of the option agreements, such governmental authority could regard the transactions contemplated by the option agreements as an affiliated acquisition and round-trip investment for which approval of the Ministry of Commerce, or MOFCOM, would be required. We cannot assure you that we would be able to obtain the approval required from MOFCOM. If the PRC regulatory authorities take the view that the reverse acquisition of Xiangrui constitutes a round-trip investment without MOFCOM approval, they could invalidate our acquisition and ownership of Xiangrui. The terms of the option agreements are more fully described in the section above entitled “Business — Option Agreements.”

The M&A Rule establishes more complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

The M&A Rule establishes additional procedures and requirements that could make some acquisitions of Chinese companies by foreign investors more time-consuming and complex, including requirements in some instances that MOFCOM be notified in advance of any change-of-control transaction and in some situations, require approval of MOFCOM when a foreign investor takes control of a Chinese domestic enterprise. In the future, we may grow our business in part by acquiring complementary businesses, although we do not have any plans to do so at this time. The M&A Rule also requires MOFCOM anti-trust review of any change-of-control transactions involving certain types of foreign acquirers. Complying with the requirements of the M&A Rule to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from MOFCOM, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

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

China passed a new Enterprise Income Tax Law, or the EIT Law, and its implementing rules, both of which became effective on January 1, 2008. Under the EIT Law, an enterprise established outside of China with “de facto management bodies” within China is considered a “resident enterprise,” meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define de facto management as “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise.

On April 22, 2009, the State Administration of Taxation issued the Notice Concerning Relevant Issues Regarding Cognizance of Chinese Investment Controlled Enterprises Incorporated Offshore as Resident Enterprises pursuant to Criteria of de facto Management Bodies, or the Notice. The Notice provides that an enterprise incorporated in an offshore jurisdiction and controlled by a Chinese enterprise or group will be classified as a “non-domestically incorporated resident enterprise” if (i) its senior management in charge of daily operation reside or perform their duties mainly in China; (ii) its financial or personnel decisions are made or approved by bodies or persons in China; (iii) its substantial properties, accounting books, corporate chops, board and shareholder minutes are kept in China; and (iv) 50% of the directors with voting rights or senior management often reside in China. Such resident enterprise would be subject to an enterprise income tax rate of 25% on its worldwide income and must pay a withholding tax at a rate of 10% when paying dividends to its non-PRC shareholders. It is unclear as to whether the Notice is applicable to an offshore enterprise incorporated by a Chinese natural person. Detailed measures on taxation of non-domestically incorporated resident enterprises are not available. Therefore, it is unclear how tax authorities will determine tax residency based on the facts of each case.

If the PRC tax authorities determine that we are a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, we may be subject to enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations. In our case, this would mean that income such as interest on financing proceeds and non-China sourced income would be subject to PRC enterprise income tax at a rate of 25%. Second, although under the EIT Law dividends paid to us from our PRC subsidiaries would qualify as “tax-exempt income,” we cannot guarantee that such dividends will not be subject to a 10% withholding tax. The PRC foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes. Finally, it is possible that future rules that clarify the definition of “resident enterprises” could result in a situation in which a 10% withholding tax will be imposed on the dividends we pay to our non-PRC shareholders and on gains derived by our non-PRC shareholders from transferring our shares.

If we were treated as a “resident enterprise” by PRC tax authorities, we would be subject to taxation in both the U.S. and China, and our PRC tax may not be creditable against our U.S. tax.

The value of our securities will be affected by the currency exchange rate between U.S. dollars and RMB.

The value of our common stock will be affected by the foreign exchange rate between U.S. dollars and RMB, and between those currencies and other currencies in which our sales may be denominated. For example, if we need to convert U.S. dollars into RMB for our operational needs and the RMB appreciates against the U.S. dollar at that time, our financial position, our business, and the price of our common stock may be harmed. Conversely, if we decide to convert our RMB into U.S. dollars for the purpose of declaring dividends on our common stock or for other business purposes and the U.S. dollar appreciates against the RMB, the U.S. dollar equivalent of our earnings from our subsidiaries in China would be reduced.

Risks Related to Our Corporate Structure

We rely on contractual arrangements with our consolidated variable interest entity and its shareholders for our China operations, which may not be as effective as direct ownership in providing us with operational control.

We rely on contractual arrangements with our consolidated variable interest entity, Shandong Xiangrui, and its shareholders, to operate our business in China. For a description of these contractual arrangements, see the preceding section entitled “Business — Our Company History — VIE Arrangements.” These contractual arrangements may not be as effective as direct ownership in providing us with control over our consolidated variable interest entity. As a legal matter, if our consolidated variable interest entity or its shareholders fail to perform their respective obligations under these contractual arrangements, we may have to incur substantial costs and expend significant resources to enforce such arrangements in reliance on legal remedies under PRC law. These remedies may not always be effective, particularly in light of uncertainties in the PRC legal system.

All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. In the event that we are unable to enforce these contractual arrangements, or if we suffer significant time delays or other obstacles in the process of enforcing these contractual arrangements, it would be very difficult to exert effective control over Shandong Xiangrui, and our ability to conduct our business and our financial conditions and results of operation may be materially and adversely affected. See “—Risks Related to Doing Business in China— Our business is largely subject to the uncertain legal environment in China and your legal protection could be limited.”

The directors, executive officers, shareholders and ultimate beneficial shareholders of our consolidated variable interest entity and our affiliates may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

The directors, executive officers, shareholders and ultimate beneficial shareholders of our consolidated variable interest entity, Shandong Xiangrui, and our affiliates Ruixing Group, Runyin Bio-chemical and Xinrui Chemical are also the directors, executive officers, employees and ultimate beneficial owners of our Company. Conflicts of interests between their roles may arise. We cannot assure you that if and when conflicts of interest arise, these individuals will act in the best interests of our Company or that conflicts of interests will be resolved in our favor. In addition, these individuals may breach or cause our consolidated variable interest entity to breach the existing contractual arrangements. Currently, we do not have arrangements to address potential conflicts of interest between these individuals and our Company. We rely on these individuals to abide by the laws of BVI and China. If we cannot resolve any conflicts of interest or disputes between us and the shareholders of our consolidated variable interest entity, we would have to rely on legal proceedings, which could result in disruption of our business and substantial uncertainty as to the outcome of any such legal proceedings.

We may lose the ability to use and enjoy assets held by our consolidated variable interest entity that are important to the operation of our business if it goes bankrupt or becomes subject to a dissolution or liquidation proceeding.

As part of our contractual arrangements with our consolidated variable interest entity, Shandong Xiangrui, and its shareholders, Shandong Xiangrui holds certain assets that are important to our business operations. If Shandong Xiangrui goes bankrupt and all or part of its assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our business operations, which could materially and adversely affect our business, financial condition and results of operations. If Shandong Xiangrui undergoes a voluntary or involuntary liquidation proceeding, its shareholders or unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business, financial condition and results of operations.

Risks Related to the Market for Our Stock

Our common stock is eligible to trade on the OTC Bulletin Board which may have an unfavorable impact on our stock price and liquidity.

Our common stock is eligible to trade on the OTC Bulletin Board. The OTC Bulletin Board is a significantly more limited market than the New York Stock Exchange or NASDAQ system. The eligibility of our shares to trade on the OTC Bulletin Board may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

We are subject to penny stock regulations and restrictions.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. If our common stock becomes a “penny stock,” we may become subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

There can be no assurance that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Certain provisions of our Articles of Incorporation may make it more difficult for a third party to effect a change-in-control.

Our Articles of Incorporation authorize our Board of Directors to issue up to 10,000,000 shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by the board of directors without further action by the stockholders. These terms may include voting rights including the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion rights and redemption rights provisions. The issuance of any preferred stock could diminish the rights of holders of our common stock, and therefore could reduce the value of such common stock. In addition, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of our Board of Directors to issue preferred stock could make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a change-in-control, which in turn could prevent the stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the market price of our common stock.

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

The following discussion and analysis of our financial condition and results of our operations should be read in conjunction with our financial statements and related notes included elsewhere in this Current Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those expressed or implied by those forward-looking statements. Factors that could cause or contribute to such difference include, but are not limited to, those identified below and those discussed in the section entitled “Risk Factors” included elsewhere in this Current Report.

Overview

We were originally incorporated in the State of Nevada on May 3, 2010 to effect the reincorporation of Treemont Management Services, Inc. The Company, through its direct and indirect subsidiaries in China, manufactures and distributes cornstarch, glucose, and other by-products. Most of the Company’s sales are made in the PRC. Our products are important ingredients for a wide range of industries, including food and beverages, animal nutrition, pharmaceuticals, textile and other industrial manufacturing industries. We have had an annual capacity of 80,000 tonnes since 2010. As of the date of this Current Report our annual production capacity is 120,000 tonnes. We have a good manufacturing practice (GMP) certified glucose production line in China.

We purchase raw corn kernels from corn growers located near us in Shandong Province. We refine the corn at our plant into corn starch and glucose. Our customers are located primarily in Shandong Province. We sell products constituting approximately 90% of our revenues through our direct sales force, with the remaining 10% sold to distributors.

We plan to further expand our corn starch processing capacity to 240,000 tonnes by the end of 2011, with an estimated capital expenditure of $12 million, to take advantage of the economy of scales in production. We expect that out of the total capital expenditures, $3.8 million will be invested in plants and buildings and $8.2 million in the purchase of equipments and machines. These projects will be financed out of our operating cash flow.

We also may launch two new products, Monosodium glutamate, or MSG, and 1, 3-propanediol, or PDO, by early 2013. We are evaluating the feasibility and profitability of these two new products.

MSG

MSG is used as a food additive and is commonly marketed as a flavor enhancer. China’s MSG market has grown significantly since the 1990s as the world’s major MSG production facilities moved to China to take advantage of low production costs and large domestic demand. According to a MSG industry report issued by Bioon.com, China’s MSG production accounted for approximately 75% of the world’s total production in 2005. This report is only available in Chinese and was originally published in the Pharmaceuticals Economic Journal on October 9, 2009. This report has been republished on the following website, http://www.bioon.com/bioindustry/ferment/375274.shtml. Our major product, corn starch, is one of the most important raw materials used in the production of MSG. The Company is currently conducting a feasibility analysis on the MSG investment.

PDO

PDO is mainly used as a building block in the production of polymers such as polytrimethylene terephthalate (PTT). PTT fiber is a high end fiber that has various functions. PDO can also be formulated into a variety of food and industrial products including animal feed additives, composites, adhesives, laminates, coatings, moldings, aliphatic polyesters and copolyesters.

The Company has completed a pilot plant test and expects to test a production capacity of 5,000 tonnes by the end of 2011. As there is uncertainty associated with the commercialization of the PDO product line, the Company expects to launch its PDO product only if the technology is proven ready.

Reverse Acquisition

On May 13, 2011, we completed a reverse acquisition transaction through a share exchange with Xiangrui and its sole shareholder, Mr. Chongxin Xu, whereby we acquired 100% of the issued and outstanding capital stock of Xiangrui, in exchange for 12,363,885 shares of our common stock, which constituted 93% of our issued and outstanding shares on a fully-diluted basis immediately after the consummation of the reverse acquisition. As a result of the reverse acquisition, Xiangrui became our wholly-owned subsidiary and Mr. Xu became our controlling stockholder.

Upon the closing of the reverse acquisition, Mr. Timothy P. Halter, our then sole director and officer, immediately resigned from all offices that he held and from the board. Also upon the closing of the reverse acquisition, our board of directors increased its size from one to two directors and appointed Mr. Guangyin Meng and Mr. Dianshun Zhang to fill the vacancies created by the resignation of Mr. Halter. In addition, Mr. Guo Wang was appointed as our chief executive officer and Mr. Qingtai Wang was appointed as our chief financial officer. Mr. Qingtai Wang resigned as our CFO on July 12, 2011 and was replaced by Mr. Wencai Pan.

For accounting purposes, the share exchange transaction was treated as a reverse acquisition, with Xiangrui as the accounting acquirer and SMSA as the acquired party.

Our results of operations and financial condition are affected by numerous factors, including those described above under “Risk Factors” and elsewhere in this Current Report.

Financial Operations Overview

Revenues

Our revenues are comprised principally of sales of cornstarch and glucose. In the three months ended March 31, 2011, we generated total revenues of $16.1 million, of which $13.2 million, or 81.6%, was from sales of cornstarch. The remaining $2.9 million, or 18.4%, was from sales of glucose. In 2010, we generated total revenues of $42 million, of which $33 million, or 78.4%, was from sales of cornstarch. The remaining $8.9 million, or 21.2%, was from sales of glucose. For details on the breakdown of our revenues refer to the section entitled “Results of Operations.”

Cost of Goods Sold

The cost of goods sold consists primarily of purchase costs of raw materials, direct labor costs and overhead expenses attributable to production and machine depreciation.

Operating Expenses

We classify our operating expenses into two categories: selling and distribution, and general and administrative.

Selling and Distribution. Selling and distribution expenses consist primarily of sales personnel salaries and benefits and freight expenses.

General and Administrative. General and administrative expenses consist primarily of personnel costs of our executive, finance and administrative personnel, accounting, legal and professional services fees, allowances for bad debts, travel, allocations for facilities and information technology services and other corporate expenses. We expect general and administrative expenses to increase as we continue to invest in corporate infrastructure and incur additional expenses associated with being a public company, including increased legal and accounting costs, investor relations costs, insurance premiums and compliance costs associated with the Sarbanes-Oxley Act of 2002.

Interest Expenses, Net

Interest expenses, net consists of our payments on borrowings under our revolving credit facility, other indebtedness and capital leases, less interest received on our cash.

Other Income (Expenses), Net

Other income (expenses), net consists of foreign currency gains or losses and scrap sales.

Taxation

Because SMSA, our subsidiaries and Shandong Xiangrui are incorporated in different jurisdictions, we file separate income tax returns.

United States.

We are subject to United States tax at a tax rate of 34%. No payment of United States income tax has been made as we had no U.S. taxable income for 2010 and 2009 and for the three months ended March 31, 2011.

British Virgin Islands.

Xiangrui was incorporated in the BVI and under the current laws of the BVI, is not subject to income tax.

China.

Shandong Xiangrui is subject to a 25% EIT rate.

Under the EIT law, a 10% withholding tax applies to China-sourced income derived by non-resident enterprises for PRC enterprise income tax purposes, unless, the jurisdiction of incorporation of such enterprise’s stockholder has a tax treaty with China that provides for a different withholding arrangement.

We incurred income tax of $1.021 million for the year ended December 31, 2010, an increase of $0.894 million, or 702.3%, from the tax we incurred in 2009, which was $0.13 million. This increase in tax was due to the increase in our pre-tax income.

The income tax rate that we will be subject to in the future will depend on various factors, including tax legislation, the geographic composition of our pre-tax income and non-tax deductible expenses. Our management carefully monitors legal and other developments and will create an appropriate tax saving plan when necessary and available.

Internal Control Over Financial Reporting

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404, the SEC adopted rules requiring public companies to include a report of management on the company’s internal controls over financial reporting in their annual reports, including Form 10-K. In addition, for companies that are “accredited filers” or “large accelerated filers” the independent registered public accounting firm auditing a company’s financial statements must also attest to and report on the operating effectiveness of the company’s internal controls. Shandong Xiangrui was not subject to these requirements for the fiscal year ended December 31, 2010. Accordingly we have not evaluated our internal control systems in order to allow our management to report on our internal controls as required by SOX 404. Under current law, we will be required to issue a report of management on the company’s internal controls over financial reporting beginning with our annual report for the fiscal year ending December 31, 2011. If we continue to qualify as a smaller reporting company for the fiscal year ending December 31, 2011, as we currently do, we will not be required to include an attestation from our independent auditors.

Critical Accounting Policies and Estimates

We prepare financial statements in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect the reported amounts of our assets and liabilities and the disclosure of our contingent assets and liabilities at the end of each fiscal period and the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these judgments and estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and assumptions that we believe to be reasonable, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements.

For further information on our critical and significant accounting policies, see note 2 to our Audited Financial Statements, which are included elsewhere in this Current Report.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions reflected in the financial statements include revenue recognition, allowance for doubtful accounts, provision for inventories, useful lives of property and equipment and intangible assets, income tax and tax related valuation allowance, and contingencies. Actual results could differ significantly from those estimates.

Fair value of financial instruments

The Company adopted ASC 820 Fair Value Measurements and Disclosures, or ASC 820. ASC 820 defines fair value, establishes a framework for measuring fair value, and requires disclosures to be provided on fair value measurement.

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

•

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

	•		Level 2 — Include other inputs that are directly or indirectly observable in the marketplace; and
	•		Level 3 — Unobservable inputs which are supported by little or no market activity, therefore requiring an entity to develop its own assumptions.

The carrying values of cash and cash equivalents, accounts receivable, other current assets, accounts payable, other current liabilities, and amounts due to employees approximate their fair value due to their short-term maturities.

Notes and accounts receivable

Notes receivable represent bank notes which are paid by third party commercial banks when due. Therefore, they are generally believed to pose low credit risk. Provisions are made against notes and accounts receivable for estimated losses resulting from the inability of collecting payments from our customers. The Company periodically assesses notes and accounts receivable balances to determine whether an allowance for doubtful accounts should be made based upon historical bad debt analysis, specific customer creditworthiness, and current economic trends. Notes and accounts receivable in the balance sheets are stated net of such provision, if any.

Inventories

Inventories are stated at the lower of cost or net realizable value at the balance sheet date. Cost of inventories is determined using the weighted average method. Provisions are made for excessive, slow moving and obsolete inventories as well as inventories whose carrying value exceeds their net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs and expenses and related taxes necessary to make the sale. Provision for inventories is determined on an individual item basis. Raw material costs are based on purchase costs while work-in-progress and finished goods comprise direct materials, direct labor and an allocation of manufacturing overhead costs.

Revenue recognition

The Company recognizes revenue pursuant to ASC 605 Revenue Recognition when a contract exists, delivery has occurred and the price is fixed or determinable and collectability is reasonably assured. This generally occurs when the customer receives the product or at the time title passes to the customer. Our customers generally do not have the right to return products unless they are damaged or defective. The Company does not provide discounts for early payments or other sales allowances.

Income taxes

Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statements’ carrying amounts of existing assets and liabilities and their respective tax asset bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred tax assets if some portion, or all, of the deferred tax assets will not be realized. The Company is subject to China’s new EIT Law, effective January 1, 2008. We are subject to a 25% enterprise income tax rate.

Consolidation of Variable Interest Entities

Our business is conducted through our operating company, Shandong Xiangrui. Our WFOE has contractual arrangements with Shandong Xiangrui and its shareholders that enable us to substantially control Shandong Xiangrui, including substantially influencing its daily operations and financial affairs, appoint its senior executives and approve all matters requiring shareholder approval. As a result of these contractual arrangements, we are considered the primary beneficiary of Shandong Xiangrui. Accordingly, we regard Shandong Xiangrui as a Variable Interest Entity under FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities, Interpretation ARB No. 51” of FIN 46R, and have consolidated its results, assets and liabilities in our financial statements from the date of signing of the VIE agreements on May 9, 2011. For the purpose of demonstrating the effect of the formation of Xiangrui and the reverse acquisition between Xiangrui and SMSA, Shandong Xiangrui’s operating results, assets and liabilities are consolidated from January 1, 2009, which is based on the assumption that the formation and acquisition were completed at the beginning of the reporting period.

Results of Operations

The following table shows the line items that appear on our statement of operations, expressed in dollars and as a percentage of net revenues, for the periods presented.

The table below sets forth an analysis of sales by volume and price.

		For the year ended 31 December																								For the three months ended 31 March
		(audited)																								(unaudited)
		2009								2010								YoY growth								2010								2011								QoQ growth
		volume				price				volume				price				volume				price				volume				price				volume				price				volume				Sale price
		(tonnes)				(USD)				(tonnes)				(USD)				%				%				(tonnes)				(USD)				(tonnes)				(USD)				%				%
Cornstarch			48,770				262.03				110,221				299.31				126.0	%			14.2	%			23,373				295.36				37,504				350.66				60.5	%			18.7	%
Glucose			13,170				329.26				22,464				397.72				70.6	%			20.8	%			5,172				400.30				6,305				461.83				21.9	%			15.4	%
Total			61,940				276.32				132,684				315.97				114.2	%			14.3	%			28,545				314.37				43,809				366.66				53.5	%			16.6	%

Sales volumes increased to 43,809 tonnes in the three months ended March 31, 2011, at an increase of 15,264 tonnes from 28,545 tonnes in the same period of 2010, Sales volumes increased to 132,684 tonnes in 2010, at an increase of 70,744 tonnes, from 61,940 tonnes in 2009. The increase in sales volumes is mainly attributable to high market demand and increase in the production utilization rate. The average selling price of our products increased 16.6% from $314.4 per tonne in the three months ended March 31, 2010 to $366.8 per tonne in the same period of 2011. The average selling price increased 14.3% from $276.3 per tonne in 2009 to $316 per tonne in 2010.

Revenues

Our revenues comprised principally of sales of cornstarch and glucose. The following table shows the breakdown of revenues by products.

		For the year ended 31 December																								For the three months ended 31 March
		(audited)																								(unaudited)
		2009								2010								YoY								2010								2011								QoQ
		(audited)								(audited)								growth								(unaudited)								(unaudited)								growth
		(USD’000)				%				(USD’000)				%				(USD’000)				%				(USD’000)				%				(USD’000)				%				(USD’000)				%
Cornstarch			12,779				74.7	%			32,990				78.4	%			20,211				158.2	%			6,903				76.8	%			13,151				81.6	%			6,248				90.5	%
Glucose			4,337				25.3	%			8,934				21.2	%			4,597				106.0	%			2,070				23.0	%			2,912				18.1	%			842				40.7	%
Others			—				—				129				0.3	%			129								10				0.1	%			59				0.4	%			49				490.0	%
Total revenue			17,116				100.0	%			42,053				100.0	%			24,937				145.7	%			8,983				100.0	%			16,122				100.0	%			7,139				79.5	%

Revenues increased by $7.1 million, or 80%, to $16.1 million in the three months ended March 31, 2011. In the same period of 2010, our revenues were $8.9 million. Revenues increased by $24.94 million, or 146%, to $42 million in 2010. In 2009, our revenues were $17.1 million. The increase in revenues was mainly attributable to the increase in sales volume and rise in the average selling price of our products.

Cost of Goods Sold

Our cost of goods sold increased $5.7 million, or 74.0%, to $13.4 million, in the three months ended March 31, 2011. In the same period of 2010, our cost of goods sold was $7.7 million. Our cost of goods sold increased $21.05 million, or 135.5%, to $36.6 million in 2010. Our cost of goods sold was $15.5 million in 2009. These increases are in line with the increase in sales.

Corn kernels are the principal raw material used in our production. Corn kernels accounted for approximately 92% and 87% of our cost of goods sold in the three months ended March 31, 2011 and in the same period of 2010, respectively. Corn kernels accounted for approximately 88% and 82% of our cost of goods sold in 2010 and 2009, respectively. The remaining cost of goods sold is attributable to utilities (steam, electricity and water) and depreciation and labor costs.

Gross Profit

Our gross profits increased $1.5 million, or 117.3%, to $2.7 million, during the three months ended March 31, 2011. Our gross profits were $1.2 million in the same period of 2010. In 2010, our gross profits increased by $3.9 million, or 246.7%, to $5.5 million, from $1.6 million in 2009. Gross profits as a percentage of revenues were 16.8% during the three months ended March 31, 2011, compared to 13.9% during the same period of 2010. Gross profits as a percentage of revenues were 13.3% in 2010, compared to 9.2% in 2009.

As sales volumes increase, the unit cost of our products decrease. This results in increases of our gross profit margins. The table below sets forth the gross profit margin of each of our products.

		For the year ended 31 December																				For the three months ended 31 March
		(audited)																				(unaudited)
																		YoY																				QoQ
		2009								2010								growth				2010								2011								growth
		Gross				GP				Gross				GP								Gross				GP				Gross				GP
		Profit				margin				Profit				margin								Profit				margin				Profit				margin				Profit
		(USD’000)				%				(USD’000)				%				%				(USD’000)				%				(USD’000)				%				%
Cornstarch			1,290				10.1	%			4,236				12.8	%			228.4	%			857				12.4	%			1,976				15.0	%			130.6	%
Glucose			288				6.6	%			1,186				13.3	%			312.1	%			389				18.8	%			731				25.1	%			87.9	%
Others			—								45												—								—
Total			1,577				9.2	%			5,467				13.0	%			246.6	%			1,246				13.9	%			2,707				16.8	%			117.3	%

The gross profit margin increase was mainly due to our ability to increase the unit selling price of our products higher than the purchase price of corn kernels. The total supply of cornstarch and glucose did not increase as fast as the increase in market demand. This was mainly because the Chinese government shut down small factories which were operating without the required waste water treatment systems. The Chinese government also halted approval of new corn-refinery projects, due to the government’s commitment to environmental protection. The improvement in gross profit margins is also attributable to the economies of scale we achieved with expanded production volume.

Operating Expenses

We have two categories of operating expenses: selling and distribution expenses and general and administrative expenses.

Selling and Distribution Expense

Our sales expenses increased by $50,912, or 21%, to $0.29 million during the three months ended March 31, 2011, from $0.24 million in the same period of 2010. Our sales expenses increased by $0.43 million, or 75.6%, to $1 million in 2010, from $0.57 million in 2009. The increase is in line with the growth in sales revenue. As a percentage of revenues, sales expenses in the three months ended March 31, 2011 decreased to 1.8% from 2.7% for the same period of 2010, and decreased to 2.4% in 2010 from 3.3% in 2009.

General and Administrative Expenses

General and administrative expenses are comprised of salary and benefits for administrative personnel, depreciation and amortization of non-production equipments and miscellaneous expenses unrelated to production.

Our general and administrative expenses increased $57,225, or 103%, to $0.11 million during the three months ended March 31, 2011, from $55,345 in the same period of 2010. In 2010, our general and administrative expenses decreased by $0.50 million, or 67%, to $0.25 million, from $0.75 million in 2009. As a percentage of revenues, general and administrative expenses in the three months ended March 31, 2011 increased to 0.7%, compared to 0.6% for the same period of 2010, and decreased to 0.6% in 2010, compared to 4.4% in 2009.

The increase in the three months ended March 31, 2011 is due to the professional fees that we incurred relating to the reverse acquisition. The decrease in 2010 was mainly attributable to the suspension of production because of a technological and equipment upgrade for the Quality Standard (QS) and GMP certification in 2009. During 2010, the depreciation of fixed assets, employee salaries and other production related expenses were recorded in general and administrative expenses and amounted to $0.36 million. The decrease is also attributable to decrease of bad debt provision in 2010 by $0.14 million.

Interest Expenses, Net

Our interest expenses, net increased by $87,517, or 101%, to $0.17 million during the three months ended March 31, 2011, from $86,347 in the same period of 2010. Our interest expenses increased $0.13 million, or 52%, to $0.38 million in 2010 from $0.25 million in 2009. The increase is mainly attributable to an increase in short-term loans with banks.

Other Income (Expenses), Net

Other income (expenses), net decreased by $46,900 for the three months ended March 31, 2011, compared to $5,611 for the same period in 2010. Other income (expenses), net decreased by $0.33 million, from $0.42 million in 2009, to $94,916 in 2010.

Liquidity and Capital Resources

Our primary operating cash requirements are for the purchase of corn kernels.

We finance our operations primarily through cash flow from operations and short-term bank loans. We collect cash on delivery on sales of our by-products. Approximately 50% of the total sales of our corn starch are settled in cash. The remaining 50% has a credit term of 15 days. Sales of glucose also has a 15-day credit term. The turnover for finished goods is approximately five days and one month for raw materials. We settle the purchase of corn kernels in cash. Suppliers of utilities and other consumable materials provide credit terms of about one month. We also finance our operations with the proceeds from loans.

Contractual Obligations and Commercial Commitments

On January 1, 2009, we entered into a non-cancellable contract with Shandong Runyin Bio-chemical to secure the steam and electricity supply for our corn starch and glucose production. This contract expires December 31, 2014. The utilities have been offered to us at market prices. The prices that we will pay for these utilities per year would be determined by the actual quantity of utilities consumed by us.

In 2010, we entered into non-cancellable contracts with certain machinery suppliers for the purchase of machinery and equipment, which amounted to $4.7 million. In 2009, we also entered into non-cancellable contracts with certain machinery suppliers for the purchase of machinery and equipment, which amounted to $0.55 million. These contracts will be settled in 2011.

As of July 13, 2009, we pledged our building which has a net book value of $2.3 million to Citibank (China) Co., Ltd., Shanghai Branch, or Citibank Shanghai, to secure a long-term bank loan provided by Citibank to Runyin Bio-chemical.

As of July 13, 2009, we pledged our land use rights to one plot of industrial land located in Penji Town, Dongping County to Citibank Shanghai to secure a long-term bank loan provided by Citibank to Runyin Bio-chemical. The mortgage term is from August 10, 2009 to August 10, 2014.

In April and May 2011, we entered into corn kernel supply agreements with four enterprises for the supply of corn kernels, namely Tai’an Branch of China Grain Reserves Corporation for 30,000 tonnes at an aggregate price of $10.42 million, Ji’nan Jinliang Grains Storage Co., Ltd. for 30,000 tonnes at an aggregate price of $10.20 million, Shanghai Yihai Commerce & Trade Co., Ltd. for 20,077 tonnes at an aggregate price of $6.83 million, and Zhongjiao Grain and Oil Storage Center, Qingdao Tariff-free Area for 7236.442 tonnes at a variable price from $360.31 to $350.99 per tonne at an aggregate price of $2.50 million.

As of December 31, 2010, we had cash and cash equivalents of $6.6 million and restricted cash of $0.23 million. The following table provides detailed information about our net cash flow for 2009 and 2010.

		For the year ended 31 December								For the three months ended 31 March
		(audited)								(unaudited)
		2009				2010				2010				2011
		(audited)				(audited)				(unaudited)				(unaudited)
		(USD’000)				(USD’000)				(USD’000)				(USD’000)
Net cash provided by (used in) operating activities			1,910				2,112				(913	)			(2,355	)
Net cash provided by (used in) investing activities			(2,455	)			1,251				2,281				127
Net cash provided by (used in) financing activities			5				2,220				1,160				1,432
Effect of foreign exchange rate changes			4				170				(110	)			1
Net cash flows			(536	)			5,753				2,418				(795	)

Operating Activities

Net cash used in operating activities was $2.4 million for the three months ended March 31, 2011, compared to $0.9 million for the same period in 2010. Net cash provided by operating activities was $2.11 million in 2010, compared to $1.91 million in net cash provided by operating activities in 2009.

The increase in net cash used in operating activities for the three months ended March 31, 2011 was mainly attributable to the increase of accounts receivable and notes receivable, which are in line with the growth of our sales since the credit term remains stable. The increase in net cash used in operating activities is also due to the increase of advances to third party suppliers. These advances were used for the expansion of our corn processing capacity in 2010. The increase in net cash provided by operating activities for 2010 was in line with the increase in our net profits.

The change in notes payable should be analyzed with the change in restricted cash. Corresponding bank deposits are required for the issuance of notes payable. However, according to U.S. GAAP, a change in restricted cash is classified under the investing cash flow caption. There has been no significant change in our working capital turnover days since 2010.

Investing Activities

Net cash provided by investing activities for the three months ended March 31, 2011 was $0.13 million, as compared to $2.3 million for the same period in 2010. The decrease was due to less cash being released from restricted cash, which was a deposit with banks in connection with issuance of bank acceptances. For the three months ended March 31, 2010, $2.4 million restricted cash was released from banks. Net cash provided by investing activities was $1.3 million in 2010 as compared to negative $2.5 million in 2009. The increase was also mainly due to more restricted cash being released from a bank deposit in 2010. In 2010, $2.2 million of restricted cash was released and $0.9 million was used to purchase propery and equipments. In 2009, $2.4 million was deposited with banks as restricted cash in connection with the issuance of bank acceptances.

Financing Activities

Net cash provided by financing activities was $1.4 million for the three months ended March 31, 2011, as compared to $1.2 million for the same period in 2010, and was $2.2 million in 2010, as compared to $5,486 in 2009.

All of our bank borrowings are RMB denominated loans with fixed interest rates ranging from 4.86% to 11.62%, for working capital and fixed assets purchasing purposes, with a balance of $9.7 million and $8 million at the end of March 30, 2011 and December 31, 2010, respectively.

We believe that we maintain good relationships with the various banks we deal with, and based on current conditions we adequately manage our accounts receivable and accounts payables. We believe our current available working capital, and bank loans referenced above, should be adequate to sustain our operations at our current levels through at least the next twelve months.

Holding Company Structure

We are a holding company with no material operations of our own. We conduct our operations primarily through our wholly-owned subsidiaries and affiliated entities in China. As a result, our ability to pay dividends depends upon dividends paid by our PRC subsidiaries. If our PRC subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our PRC subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our subsidiaries and affiliated entities in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, at its discretion, each of our subsidiaries and affiliated entities in China may allocate a portion of its after-tax profits based on PRC accounting standards to staff welfare and bonus funds. These reserve funds and staff welfare and bonus funds are not distributable as cash dividends. Our PRC subsidiaries have not paid our offshore entities any dividends nor have set aside any money to fund certain statutory reserve funds or staff welfare and bonus funds as they have not been profitable. Our PRC subsidiaries will not be able to pay dividends to our offshore entities until they generate accumulated profits and meet the requirements for statutory reserve funds.

Off-Balance Sheet Comments and 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, sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that is material to an investment in our securities.

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06 (ASU 2010-06), Improving Disclosures About Fair Value Measurements, which requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair-value measurements. ASU 2010-6 is effective for annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for annual periods beginning after December 15, 2010. The Company does not expect that the adoption of ASU 2010-06 will have a material impact on its financial statements.

In February 2010, the FASB issued ASU No. 2010-09 (ASU 2010-09), Subsequent Events (Topic 855). The amendments remove the requirements for an SEC filer to disclose a date, in both issued and revised financial statements, through which subsequent events have been reviewed. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. ASU 2010-09 is effective for interim or annual financial periods ending after June 15, 2010. The provisions of ASU 2010-09 are not expected to have a material effect on the financial position, results of operations or cash flows of the Company.

Quantitative and Qualitative Disclosures about Market Risk

Inflation

Since our inception, inflation in China has not materially impacted our results of operations. According to the National Bureau of Statistics of China, the change of consumer price index in China was 3.3% in 2010. Although we have not in the past been materially affected by inflation since our inception, we can provide no assurance that we will not be affected in the future by higher rates of inflation in China.

Foreign Currency Exchange Risk

Substantially all of our revenues and expenses are denominated in Renminbi. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge our exposure to such risk. Although in general, our exposure to foreign exchange risks should be limited, the value of your investment in our shares will be affected by the exchange rate between the U.S. dollar and the Renminbi because the value of our business is effectively denominated in Renminbi, while the shares will be traded in U.S. dollars.

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in China’s political and economic conditions. The conversion of Renminbi into foreign currencies, including U.S. dollars, has been based on rates set by the People’s Bank of China. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar. Under the revised policy, the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy resulted in a more than 20% appreciation of the Renminbi against the U.S. dollar in the following three years. Since July 2008, however, the Renminbi has traded within a narrow range against the U.S. dollar. As a consequence, the Renminbi has fluctuated significantly since July 2008 against other freely traded currencies, in tandem with the U.S. dollar. On June 20, 2010, the People’s Bank of China announced that the PRC government would further reform the Renminbi exchange rate regime and increase the flexibility of the exchange rate. It is difficult to predict how this new policy may impact the Renminbi exchange rate. To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we receive from the conversion. Conversely, if we decide to convert the Renminbi into U.S. dollars for the purpose of making payments for dividends on our common shares or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amounts available to us.

Interest Rate Risk

We are exposed to interest rate risk primarily with respect to our short-term bank loans. Although the interest rates, which are based on the banks’ prime rates with respect to our short-term loans, are fixed for the terms of the loans, the terms are typically three to twelve months for short-term bank loans and interest rates are subject to change upon renewal. There were no material changes in interest rates for short-term bank loans renewed during the year ended December 31, 2010.

Management monitors the banks’ prime rates in conjunction with our cash requirements to determine the appropriate level of debt balances relative to other sources of funds. We have not entered into any hedging transactions in an effort to reduce our exposure to interest rate risk.

We are also exposed to interest rate risk relating to the interest income generated by excess cash, which is mostly held in interest-bearing bank deposits. We have not used derivative financial instruments in our investment portfolio. Interest earning instruments carry a degree of interest rate risk. We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in market interest rates. However, our future interest income may fall short of expectations due to changes in market interest rates.

DESCRIPTION OF PROPERTY

Factories

Our production facilities are located in Dongping County, Shandong Province, and consists of a starch processing plant of 2,800 square meters, a glucose production plant of 4,140 square meters, a corn decontaminate plant of 480 square metes, a by-product plant of 1,120 square meters, a starch drying plant of 2,800 square meters, a sorbierite plant of 1,250 square meters, a power distribution room, weight house, finished product warehouse, cooling column and administrative offices.

The starch processing plant is used for producing corn starch which contributed to 78.4% of our total revenues in the 2010 fiscal year. The glucose production plant is used for producing glucose products which contributed to 21.2% of our total revenues in the 2010 fiscal year. The following table sets forth the actual production capacity and the utilization rate of each of our production plants during the 2009 and 2010 fiscal years.

		Fiscal year ended December 31,
		2009								2010
		Production				Average				Production				Average
		capacity				utilization				capacity				utilization
Production Facilities		(tonnes)				(%)				(tonnes)				(%)
Corn starch processing plant			50,000				61.2	%			63,000				100	%
Glucose production plant			15,000				65.4	%			18,000				90	%

Land Use Rights

There is no private land ownership in China. Individuals and companies are permitted to acquire land use rights for specific purposes. We were granted land use rights from the PRC government for two plots of land for industrial use with 123,820 and 43,249 square meters, respectively, located at Pengji Town, Dongping County, Shandong Province, China. The land use rights for these two plots of land will expire on September 18, 2056 and November 14, 2051 respectively.

As of December 31, 2010, Shandong Xiangrui pledged its land use right to the 43,249 square meter plot of land, with a net book value of US$768,827 to Citibank (China) Co., Ltd., Shanghai Branch to secure a long term bank loan for Runyin Bio-chemical, an affiliate of Shandong Xiangrui. We believe that all our properties have been adequately maintained, are generally in good condition and are suitable and adequate for our business.

Buildings

As of December 31, 2010, we have the lawful rights to four buildings located at Western State Road 105, Pengji Town, Dongping County, Shandong Province, three of which are used for production and one of which is used as a warehouse. The buildings are subject to mortgage to Citibank (China) Co., Ltd., Shanghai Branch.

Leased Property

We have entered into a lease with our affiliated company Runyin Bio-chemical, for a plant located in Ruixing Industry Park, Dongping County, Shandong Province, for a lease term from December 1, 2008 to November 30, 2011.

Transportation Vehicles

We do not currently own any transportation vehicles. In order to meet our transportation needs we have entered into a vehicle lease contract with our affiliated company Runyin Bio-chemical, for vehicle rental, in which we pay a rental fee per vehicle and per kilometer for each day of use.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our common stock as of July 20, 2011 (i) by each person who is known by us to beneficially own more than 5% of our common stock; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group.

Amount and Nature

Name and Address of

of Beneficial

Beneficial Owner

Office, If Any

Title of Class

Ownership

Percent of Class

Officers and Directors

Guangyin Meng*

Director

0

Dianshun Zhang*

Director

0

Guo Wang

CEO

Common

247,277

*(1)

2

%

Wencai Pan*

CFO

0

Qingtai Wang*

Former CFO

0

5% Security Holders

Chongxin Xu Flat 10, 84-88 Pitt St. Mortdale NSW 2223

Common

12,363,885

93

%

Xuchun Wang 17 Guo Dao Road, 6-3-206 Pengji Town, Dongping County, Shandong Province, China 271509

Common

10,880,219

*(2)

81

%

Lingfa Huang 17 Guo Dao Road, 7-3-205 Pengji Town, Dongping County, Shandong Province, China 271509

Common

989,112

*(3)

8

%

Changes in Control

Pursuant to an option agreement, dated May 13, 2011, between Mr. Xuchun Wang and Mr. Chongxin Xu, Mr. Wang was granted an option to acquire 10,880,219 shares of Xiangrui owned by Mr. Xu. Based on the current number of our shares that are issued and outstanding, Mr. Wang will hold 81% of the total issued and outstanding shares of our Company upon exercise of such option. For details regarding this option agreement, see our disclosures under “Business — Option Agreements.” Other than the foregoing, we do not currently have any arrangements which if consummated may result in a change of control of our Company.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names, ages and positions of our executive officers and directors as of July 20, 2011:

Name		Age				Position
Guangyin Meng			46			Chairman
Dianshun Zhang			56			Director
Guo Wang			37			Chief Executive Officer
Qingtai Wang*			45			Former Chief Financial Officer
Wencai Pan			34			Chief Financial Officer
Shoubing Tang			44			Vice President of Sales

Our directors serve in such capacity until the next annual meeting of our stockholders and until their successors have been elected and qualified. Our executive officers serve at the discretion of our Board of Directors until they resign or have been removed from office.

For a discussion of the relationship between the various affiliates and our Company, please see our discussion in the section above entitled “Business — Our Corporate History.”

Guangyin Meng. Mr. Meng became our chairman on May 13, 2011, the day that we consummated our reverse acquisition of Xiangrui. Prior to the reverse acquisition, Mr. Meng has served as a director of Shandong Xiangrui since 2005, a position that he still currently holds. Mr. Meng spends approximately 20% of his time on our business affairs. Mr. Meng has also served as the chairman and CEO, since 2003, of Ruixing Group, positions that he still currently holds. Mr. Meng spends approximately 30% of his time on the business affairs of Ruixing Group. Mr. Meng has served as the chairman of Ruyin Bio-chemical since 2002, a position that he still currently holds. Mr. Meng spends approximately 40% of his time on the business affairs of Ruyin Bio-chemical. Furthermore, Mr. Meng has served as the director of Xinrui Chemical since 2006, a position that he still currently holds. Mr. Meng spends approximately 10% of his time on the business affairs of Xinrui Chemical. Mr. Meng has nearly 20 years of corporate management experience and nearly 20 years of experience in the agricultural industry. He holds a bachelors degree in chemical engineering from East China University of Science and Technology.

Dianshun Zhang. Mr. Zhang became our director on May 13, 2011, the day that we consummated our reverse acquisition of Xiangrui. Mr. Zhang spends approximately 50% of his time on our business affairs. Mr. Zhang has also served as a director since 2003 and vice president since 1997 in Ruixing Group, positions that he still currently holds. Mr. Zhang spends approximately 30% of his time on the business affairs of Ruixing Group. Mr. Zhang has been a director of Runyin Bio-chemical since 1997, a position that he still currently holds. Mr. Zhang spends approximately 20% of his time on the business affairs of Runyin Bio-chemical. Mr. Zhang has over 20 years of corporate management experience and machinery technician experience in the agricultural industry. Mr. Zhang is an expert in quantitative and statistical analysis. He has been awarded honors from the Tai’an Bureau of Technical Supervision and the Shandong Chemical Bureau. He holds a bachelors degree in equipment manufacturing from Shandong Dianshi University.

Guo Wang. Mr. Wang became our CEO on May 13, 2011, the day that we consummated our reverse acquisition of Xiangrui. Mr. Wang has served as the CEO of Shandong Xiangrui since 2005, a position that he still currently holds. Mr. Wang spends 100% of his time on our business affairs. Mr. Wang has also served as an engineer in the research and development department of Ruixing Group, from 1997 until 2005. Mr. Wang has over 10 years of agricultural industry experience and over 10 years of management experience in the engineering sector. He holds a masters degree in chemistry from Shandong Agricultural University.

*Qingtai Wang. Mr. Wang became our CFO on May 13, 2011, the day that we consummated our reverse acquisition of Xiangrui. Prior to the reverse acquisition, Mr. Wang served as the CFO of Shandong Xiangrui from 2009 until July 12, 2011 when we appointed Mr. Wencai Pan as our full time CFO. Mr. Wang has also served as an accounting manager in Ruixing Group from 1999 to 2009. Mr. Wang has over ten years of experience in accounting and finance where he has specialized in providing book-keeping and accounting management. He holds a bachelors degree in accounting from Shandong University of Finance.

Wencai Pan. Mr. Pan became our CFO on July 12, 2011 replacing Mr. Qingtai Wang. Mr. Pan obtained a Masters in Professional Accountancy from the University of Utah in 2003. In 1998, Mr. Pan received a bachelor’s degree in Economics from The University of International Business & Economics, Beijing, China. Mr. Pan passed the Chinese CPA exams in 1997 and passed the Uniform CPA exams in the United States in 2002. Prior to joining the Company, Mr. Pan had been employed at Aramex Express Logistics Services (Shanghai) Co. Ltd., a global logistics and transportation company, since 2007, as controller for its China operations and was based out of Shanghai. During 2006, Mr. Pan had been employed as a consultant by the Centergate Securities Bankruptcy Committee, which was set up by the China Securities Regulatory Commission, where he assisted on bankruptcy audits on Centergate Securities Ltd. Co. Previously, Mr. Pan served as the finance manager for Shera International Limited, a technology product development, production and distribution company, from 2004 until the end of 2005 and was based out of Shanghai. Mr. Pan was employed as an internal auditor by Valley National Bank, located in Wayne, New Jersey, U.S., from 2003 to 2004. None of Mr. Pan’s previous employers is a parent, subsidiary or other affiliate of the Company.

Shoubing Tang. Mr. Tang has served as the vice president of sales of Shandong Xiangrui since 2009, a position that he still currently holds. Mr. Tang has also served as a manager and a vice president in the sales department of Ruixing Group from 1999 until 2009. Mr. Tang devotes 100% of his time on our business affairs. Mr. Tang has 20 years of comprehensive sales and marketing experience in the agricultural and chemicals industry and is well positioned to lead our sales function.

Family Relationships

Our chairman Mr. Guangying Meng and an option holder Mr. Xuchun Wang are brother-in-laws. Other than the foregoing, there are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

Over the past ten years, to our knowledge, none of our directors or executive officers has been (i) involved in any petition under Federal bankruptcy laws or any state insolvency law, convicted, (ii) convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses), (iii) subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from (a) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity, (b) engaging in any type of business practice, or (c) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws, or (d) subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in (iii)(a), (iv) found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated, (v) found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated. (vi) subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation, (b) any law or regulation respecting financial institutions or insurance companies, or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity, or (vii) the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. § 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. §1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Except as set forth in our discussion below in “Transactions with Related Persons and Director Independence,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Background and Compensation Philosophy

Prior to our reverse acquisition of SMSA in 2011, Xiangrui was a privately-held BVI company that had no operations or assets other than its ownership of the capital stock of the WFOE.

Following the reverse acquisition of SMSA, our named executive officers included Mr. Guo Wang, Mr. Shoubing Tang and Mr. Qingtai Wang. Mr. Wencai Pan replaced Mr. Qingtai Wang as our CFO on July 12, 2011. From and after our reverse acquisition of SMSA, our board of directors became responsible for determining the compensation of our named executive officers, based on our financial and operating performance and prospects and the contributions made by each of the executive officers to our success. In determining the compensation paid to our officers, our board of directors will make reference to similarly-sized manufacturing companies operating in our geographic region.

We do not currently have a compensation committee. As the membership of our board of directors increases, our board of directors expects to form a compensation committee charged with the oversight of our executive compensation plans, policies and programs and the authority to determine and approve the compensation of our Chief Executive Officer and make recommendations with respect to the compensation of our other executive officers.

Our board of director’s goal in determining compensation levels is to adequately reward the efforts and achievements of executive officers in the management of our company. The objective of our compensation program is to incentivize our employees and to retain employees and avoid employee turnover. We currently have no pension plan, stock option plan, non-equity incentive plan or deferred compensation arrangement. We have not used a compensation consultant in any capacity but believe that our executive compensation package is comparable to similar businesses in the areas where we operate.

Elements of Compensation

We provide our executive officers with a base salary and discretionary bonuses to compensate them for services rendered during the year. We believe that our policy of compensating our executives in this way has served the company well and does not encourage unreasonable risk-taking.

Summary Compensation Table — Fiscal Year Ended December 31, 2010

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No executive officer received total annual salary and bonus compensation in excess of $100,000.

																										Non-
																						Non-Equity				Qualified
																						Incentive Plan				Deferred
														Stock				Option				Compensation				Compensation				All Other
Name and Principal						Salary				Bonus				Awards				Awards				Earnings				Earnings				Compensation				Total
Position		Year				($)				($)				($)				($)				($)				($)				($)				($)
Timothy P. Halter* Former Principal Executive Officer			2010				0				0				0				0				0				0				0				0
Guo Wang* CEO			2010				7,168				0				0				0				0				0				0				7,168
Qingtai Wang* Former CFO			2010				4,533				0				0				0				0				0				0				4,533

Employment and Change of Control Severance Agreements

During the year ended December 31, 2010, none of our named executive officers have been part of employment and change of control severance agreements.

Outstanding Equity Awards at Fiscal Year End

None of our named executive officers received any equity awards, including options, restricted stock or other equity incentives during the fiscal year ended December 31, 2010.

Option Exercises and Stock Vested

During the year ended December 31, 2010, there were no option exercises or vesting of stock awards to our named executive officers.

Non-qualified Deferred Compensation

During the year ended December 31, 2010, there was no non-qualified deferred compensation of any of our named executive officers.

Potential Payments on Termination or Change in Control

During the year ended December 31, 2010, there were no payments on termination or change of control to any of our named executive officers.

Audit and Compensation Committee

We do not have a standing audit, compensation or nominating committee. Our entire board of directors acts in such capacities. The board of directors of our company does believe that it is necessary to have an audit committee because we believe that shareholder value will be better protected with an independent audit committee. We plan to recruit an experienced independent director who has a financial reporting background and is familiar with U.S. GAAP to join our board. In the long term, we plan to set up an audit committee and a compensation committee.

TRANSACTIONS WITH RELATED PERSONS AND DIRECTOR INDEPENDENCE

In addition to the director and executive compensation arrangements discussed above in “Executive Compensation,” we have been a party to the following transactions since the beginning of the 2009 fiscal year in which the amount involved exceeded or will exceed $120,000 and in which any director, executive officer or holder of more than 5% of our common stock, or any member of the immediate family of any of them, had or will have a material interest. We believe that the terms obtained or the consideration paid or received, as applicable, in connection with the transactions described below were comparable to the terms available or the amounts paid or received, as applicable, in arm’s-length transactions.

Mr. Lingfa Huang and Mr. Xuchun Wang are beneficial owners of our Company as of the date of this Current Report. Mr. Guangyin Meng is our chairman and also holds equity interests and holds executive positions in our affiliates Ruixing Group, Runyin-bio Chemical and Xinrui Chemical. For details on the nature of the relationships among Mr. Huang, Mr. Wang and Mr. Meng and our Company, see our disclosures under the sections entitled “Business — Option Agreements” and “Directors and Executive Officers.” For details on the nature of the relationships that we have with our affiliates, see our disclosure under the section entitled “Our Corporate History.”

Contractual Arrangements

Please refer to the section entitled “Our Corporate History — VIE Arrangements” for a description of the contractual arrangements among our WFOE, Shandong Xiangrui and the Shandong Xiangrui shareholders.

Loans and Guarantees

On July 13, 2009, Citibank (China) Co., Ltd., Shanghai Branch, or Citibank Shanghai, extended a RMB 80 million revolving credit to Runyin Bio-chemical Co., Ltd. The loan period is from August 10, 2009 to August 10, 2014. Xinrui Chemical, Shandong Xiangrui, Runyin Bio-chemical, Ruixing Group, and our chairman Mr. Guangyin Meng provided guarantees for this loan. Shandong Xiangrui used its land use right and its properties which were valued at RMB 20,014,386 and RMB 14,920,905, respectively, to guarantee this loan.

On June 11, 2010, Agricultural Development Bank extended a RMB 30 Million one year loan to Shandong Xiangrui at the interest rate of 5.31%. Ruixing Group provided the guarantee for this loan. The loan was fully paid off on June 10, 2011 and was not renewed.

On June 17, 2010, Bank of Communications Tai’an Branch extended a RMB 5 million one year loan to Shandong Xiangrui at an interest rate 20% higher than the benchmark borrowing rate published by the People’s Bank of China. Runyin Bio-chemical provided the guarantee for this loan. The loan was fully paid off on June 16, 2011 and was not renewed.

On November 24, 2010, Rural Cooperative Bank of Dongping County extended a RMB 8.5 million one year loan to Shandong Xiangrui at the interest rate of 9.452%. Runyin Bio-chemical provided a guarantee for this loan.

On April 15, 2011, China Merchants Bank Jinan Branch extended a RMB 10 million six-month loan to Shandong Xiangrui at the interest rate of 7.02%. Runyin Bio-chemical, Shandong Dongshun Group (an unrelated party) and Mr. Xuchun Wang provided guarantees for this loan.

On July 6, 2011, Shandong Xiangrui obtained a RMB 20 million bank draft from the Agricultural Development Bank of China Dongping Branch. The bank draft will be due in six months. Runyin Bio-chemical is the beneficiary. Shandong Xiangrui is required to keep RMB 10 million in the bank as a deposit. Ruixing Group, Mr. Lingfa Huang and Mr. Xuchun Wang provided guarantees for this bank draft.

Promoters and Certain Control Persons

We did not have any promoters at any time during the past five years.

Director Independence

We currently do not have any independent directors, as the term “independent” is defined by the rules of the Nasdaq Stock Market.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

MARKET PRICE OF AND DIVIDENDS ON OUR COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is eligible to trade under the symbol “SAQU,” however there is not currently, and there has never been, an active trading market for our common stock, and no information is available for the prices of our common stock.

Approximate Number of Holders of Our Common Stock

As of May 13, 2011, there were approximately 570 stockholders of record of our common stock, as reported by our transfer agent. In computing the number of holders of record, each broker-dealer and clearing corporation holding shares on behalf of its customers is counted as a single stockholder.

Dividends

We have never declared dividends or paid cash dividends. Our board of directors will make any future decisions regarding dividends. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the near future. Our board of directors has complete discretion on whether to pay dividends, subject to the approval of our shareholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

RECENT SALES OF UNREGISTERED SECURITIES

Reference is made to the disclosure set forth under Item 3.02 of this report, which disclosure is incorporated herein by reference.

DESCRIPTION OF SECURITIES

Common Stock

Our authorized capital stock consists of 100,000,000 shares of $0.001 par value common stock and 10,000,000 shares of $0.001 par value preferred stock. Each share of common stock entitles a stockholder to one vote on all matters upon which stockholders are permitted to vote. No stockholder has any preemptive right or other similar right to purchase or subscribe for any additional securities issued by us, and no stockholder has any right to convert the common stock into other securities. No shares of common stock are subject to redemption or any sinking fund provisions. Subject to the rights of the holders of the preferred stock, if any, our stockholders of common stock are entitled to dividends when, as and if declared by our board from funds legally available therefore and, upon liquidation, to a pro-rata share in any distribution to stockholders. We do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future.

Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of $0.001 par value preferred stock.

Pursuant to our Articles of Incorporation, our board has the authority, without further stockholder approval, to provide for the issuance of up to 10,000,000 million shares of our preferred stock in one or more series and to determine the dividend rights, conversion rights, voting rights, rights in terms of redemption, liquidation preferences, the number of shares constituting any such series and the designation of such series. Our Board has the power to afford preferences, powers and rights (including voting rights) to the holders of any preferred stock preferences, such rights and preferences being senior to the rights of holders of common stock. No shares of our preferred stock are currently outstanding. Although we have no present intention to issue any shares of preferred stock, the issuance of shares of preferred stock, or the issuance of rights to purchase such shares, may have the effect of delaying, deferring or preventing a change in control of our company.

PROVISIONS HAVING A POSSIBLE ANTI-TAKEOVER EFFECT

Our Articles of Incorporation and Bylaws contain certain provisions that are intended to enhance the likelihood of continuity and stability in the composition of our board and in the policies formulated by our board and to discourage certain types of transactions which may involve an actual or threatened change of our control. Our board is authorized to adopt, alter, amend and repeal our Bylaws or to adopt new Bylaws. In addition, our board has the authority, without further action by our stockholders, to issue up to 10 million shares of our preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. The issuance of our preferred stock or additional shares of common stock could adversely affect the voting power of the holders of common stock and could have the effect of delaying, deferring or preventing a change in our control.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our bylaws provide for the indemnification of our directors to the fullest extent permitted by the Nevada Revised Statutes and may, if and to the extent authorized by our board of directors, so indemnify our officers and any other person whom we have the power to indemnify against liability, reasonable expense or other matter. This indemnification policy could result in substantial expenditure by us, which we may be unable to recoup.

Insofar as indemnification by us for liabilities arising under the Exchange Act may be permitted to our directors, officers and controlling persons pursuant to provisions of our Articles of Incorporation and bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Exchange Act and will be governed by the final adjudication of such issue.

At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding which may result in a claim for such indemnification.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

Reference is made to the disclosure set forth under Item 4.01 of this report, which disclosure is incorporated herein by reference.

ITEM 3.02		UNREGISTERED SALES OF EQUITY SECURITIES

On May 13, 2011, we issued 12,363,885 shares of our common stock to Mr. Xu, the sole shareholder of Xiangrui. The total consideration for the 12,363,885 shares of our common stock was 1 share of Xiangrui, which is all the issued and outstanding capital stock of Xiangrui. The number of our shares issued to Mr. Xu was determined based on an arms-length negotiation. The issuance of our shares to Mr. Xu was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering.

Our reliance was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between the offeree and us.

ITEM 4.01		CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

On May 13, 2011 concurrent with the share exchange transaction, our board of directors recommended and approved the dismissal of S.W. Hatfield CPA, or S.W. Hatfield, as our independent auditor, effective upon the filing of the consummation of the share exchange transaction.

SW Hatfield’s reports on our financial statements as of and for the fiscal years ended December 31, 2009 and December 31, 2010 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that its report for the fiscal year ended December 31, 2010 contained a going concern qualification as to the ability of us to continue.

During our two most recent fiscal years ended 2009 and 2010 and during the subsequent interim period through the date of this report, there were (1) no disagreements with S.W. Hatfield on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of S.W. Hatfield, would have caused S.W. Hatfield to make reference to the subject matter of the disagreements in connection with its reports, and (2) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.

Concurrent with the decision to dismiss S.W. Hatfield as our independent auditor, our board of directors elected to continue the existing relationship of our new subsidiary Xiangrui with BDO China Shu Lun Pan CPAs and appointed BDO China Shu Lun Pan CPAs as our independent registered public accounting firm.

During the fiscal years ended 2009 and 2010 and through the date hereof, neither us nor anyone acting on our behalf consulted BDO China Shu Lun Pan CPAs with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us or oral advice was provided that BDO China Shu Lun Pan CPAs concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

We furnished S.W. Hatfield with a copy of this disclosure on May 13, 2011, providing S.W. Hatfield with the opportunity to furnish us with a letter addressed to the SEC stating whether it agrees with the statements made by us herein in response to Item 304(a) of Regulation S-K and, if not, stating the respect in which it does not agree. A letter from S.W. Hatfield, dated May 16, 2011 is filed as Exhibit 16.1 to this report

ITEM 5.01		CHANGES IN CONTROL OF REGISTRANT

Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference.

As a result of the closing of the reverse acquisition with Xiangrui, the former shareholder of Xiangrui owns 93% of the total outstanding shares of our capital stock and 93% total voting power of all our outstanding voting securities.

ITEM 5.02		DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

In connection with the closing of the reverse acquisition on May 13, 2011, Mr. Timothy P. Halter, our sole director and officer, submitted a resignation letter pursuant to which he resigned from all offices of that he held effective immediately and from his position as our director that will become effective on the tenth day following the mailing by us of the Information Statement to our stockholders, which will be mailed out on or about May 17, 2011. The resignation of Mr. Timothy P. Halter is not in connection with any known disagreement with us on any matter.

Guangyin Meng and Dianshun Zhang were appointed to our board of directors effective as of the closing of the reverse acquisition on May 13, 2011.

A copy of this report has been provided to Mr. Timothy P. Halter. Mr. Timothy P. Halter has been provided with the opportunity to furnish us as promptly as possible with a letter addressed to us stating whether he agrees with the statements made by us in this report, and if not, stating the respects in which he does not agree. No such letter has been received by us.

Effective July 12, 2011, Mr. Qingtai Wang resigned from his position as Chief Financial Officer of our Company and was replaced by Mr. Wencai Pan. The announcement was made on the Company’s Current Report on Form 8-K filed on July 13, 2011.

For certain biographical and other information regarding the newly appointed officers and directors, see the disclosure under Item 2.01 of this report, which disclosure is incorporated herein by reference.

ITEM 5.06		CHANGE IN SHELL COMPANY STATUS

Reference is made to the disclosure set forth under Item 2.01 and 5.01 of this report, which disclosure is incorporated herein by reference.

ITEM 9.01		FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired

Filed herewith are the following:

1. Unaudited financial statements of Shandong Xiangrui for the period ended March 31, 2011.

2. Audited financial statements of Shandong Xiangrui for the fiscal years ended December 31, 2009 and 2010.

3. Unaudited Pro Forma Financial Information.

(d) Exhibits

Exhibit No.				Description
	2.1	**		Share Exchange Agreement, dated May 13, 2011, among the Company, Xiangrui and Mr. Chongxin Xu.
	2.2			First Amended, Chapter 11 Plan of Reorganization [Incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 10 filed on August 27, 2010].
	2.3			Order Confirming First Amended, Chapter 11 Plan of Reorganization [Incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement on Form 10 filed on August 27, 2010].
	3.1	***		Agreement and Plan of Merger by and between Senior Management Services of Treemont, Inc. and SMSA Treemont Acquisition Corp., dated May 3, 2010.
	3.2	***		Articles of Merger as filed with the Secretary of State of the State of Nevada on May 12, 2010.
	3.3	***		Certificate of Merger as filed with the Secretary of State of the State of Texas on May 12, 2010.
	3.4	***		Corporate Charter as filed with the Secretary of State of the State of Nevada on May 3, 2010.
	3.5	***		Certificate of Correction in relation to the correction of authorised shares of preferred stock as filed with the Secretary of State of the State of Nevada on July 14, 2010.
	3.6	***		Articles of Incorporation of the Company as filed as Exhibit 3.4 to the Company’s Registration Statement on Form 10 on August 27, 2010.
	3.7	***		Bylaws of the Company as filed as Exhibit 3.6 to the Company’s Registration Statement on Form 10 on August 27, 2010.
	10.1	*		Trademark License Agreement, dated January 1, 2008, between Shandong Xiangrui and Ruixing Group Co., Ltd. [English Translation]
	10.2	*		Patent License Agreement, dated January 1, 2009, between Shandong Xiangrui and Ruixing Group Co. [English Translation]
	10.3	*		Maximum Property Guarantee Contract, dated July 13, 2009, by and among Shandong Xiangrui, Shandong Xinrui Chemical Devices Co., Ltd., and Citibank Shanghai, for a RMB 80 million loan. [English Translation of Summary]
	10.4	**		Loan Agreement, dated June 11, 2010, between Shandong Xiangrui and Agricultural Development Bank of China, Dongping Branch, for RMB 30 million. [English Translation of Summary] [previously filed as Exhibit 10.9]
	10.5	**		Guarantee Contract, dated June 11, 2010, between Ruixing Group Co., Ltd. and Agricultural Development Bank of China, Dongping Branch, for RMB 30 million. [English Translation of Summary] [previously filed as Exhibit 10.10]
	10.6	**		Loan Agreement, dated June 17, 2010, between Shandong Xiangrui and Bank of Communications, Tai’an Branch, for RMB 5 million. [English Translation of Summary] [previously filed as Exhibit 10.1]

Exhibit No.				Description
	10.7	**		Guarantee Contract, dated June 17, 2010, between Shandong Runyin Biochemical Co., Ltd. and Bank of Communications, Tai’an Branch, for a RMB 5 million loan. [English Translation of Summary] [previously filed as Exhibit 10.2]
	10.8	*		Guarantee Contract, dated June 17, 2010, between Mr. Xuchun Wang and Bank of Communications, for a RMB 5 million loan. [English Translation]
	10.9	**		Loan Agreement, dated November 24, 2010, between Shandong Xiangrui and Rural Cooperative Bank of Dongping, Shandong, for RMB 8.5 million. [English Translation of Summary] [previously filed as Exhibit 10.7]
	10.10	**		Maximum Amount Mortgage Contract, dated November 24, 2010, between Shandong Runyin Biochemical Co., Ltd. and Rural Cooperative Bank of Dongping, Shandong, for RMB 8.5 million. [English Translation of Summary] [previously filed as Exhibit 10.8]
	10.11	*		Loan Agreement, dated December 29, 2010, between Shandong Xiangrui and Rural Cooperative Bank of Dongping County, for RMB 10 million [English Translation of Summary]
	10.12	**		Loan Agreement, dated March 15, 2011, between Shandong Xiangrui and Rural Cooperative Bank of Dongping, Shandong, for RMB 5 million. [English Translation of Summary] [previously filed as Exhibit 10.4]
	10.13	**		Loan Agreement, dated March 16, 2011, between Shandong Xiangrui and Rural Cooperative Bank of Dongping, Shandong, for RMB 5 million. [English Translation of Summary] [previously filed as Exhibit 10.5]
	10.14	**		Guarantee Agreement, dated March 15, 2011, between Shandong Guangda Sun & Moon Grease Co., Ltd. and Rural Cooperative Bank of Dong Ping, Shandong for RMB 10 million loans. [English Translation of Summary] [previously filed as Exhibit 10.6]
	10.15	*		Loan Agreement, dated April 15, 2011, between Shandong Xiangrui and China Merchant Bank, Jinan Branch, for RMB 10 million. [English Translation of Summary]
	10.16	*		Irrevocable Maximum Guarantee Letter, dated April 15, 2011, issued to China Merchant Bank, Jinan Branch, by Shandong Runyin Bio-chemical, for a RMB 10 million loan. [English Translation of Summary]
	10.17	*		Irrevocable Maximum Guarantee Letter, dated April 15, 2011, issued to China Merchant Bank, Jinan Branch, by Mr. Xuchun Wang, for a RMB 10 million loan. [English Translation]
	10.18	*		Acceptance Agreement, dated July 6, 2011, between Shandong Xiangrui and Agriculture Development Bank of China, Dongping Branch, for a RMB 20 million loan.[English Translation of Summary]
	10.19	*		Guarantee Contract, dated July 6, 2011, between Ruixing Group and Agriculture Development Bank of China Dongping Branch, for a RMB 20 million loan. [English Translation of Summary]
	10.20	*		Guarantee Contract, dated July 6, 2011, between Mr. Xuchun Wang (and his wife Ms. Meng Guangxiang) and Agriculture Development Bank of China, Dongping Branch, for a RMB 20 million loan. [English Translation]
	10.21	*		Guarantee Agreement, dated July 6, 2011, between Mr. Lingfa Huang (and his wife Ms. Ma Hong) and Agriculture Development Bank of China, Dongping Branch, for a RMB 20 million loan. [English Translation]
	10.22	**		Contract of Offering Technology Design, Key Equipments, Materials and Technique Service for Effluent Disposal Project, dated February 1, 2011, between Shandong Xiangrui and Park Environment Protection Technology (Shanghai) Co., Ltd. [English Translation of Summary] [previously filed as Exhibit 10.24]
	10.23	*		Corn Kernels Purchase Agreement, dated April 1, 2011, between Shandong Xiangrui and Ji’nan Jingliang Grains Storage Co., Ltd. [English Translation]

Exhibit No.				Description
	10.24	*		Corn Kernels Purchase Agreement, dated May 6, 2011, between Shandong Xiangrui and Zhongjiao Grain and Oil Storage Center, Qingdao Tariff-free Area. [English Translation]
	10.25	*		Corn Kernels Purchase Agreement, dated May 9, 2011, between Shandong Xiangrui and Tai’an Branch of China Grain Reserves Corporation. [English Translation]
	10.26	*		Corn Kernels Purchase Agreement, dated May 11, 2011, between Shandong Xiangrui and Shanghai Yihai Commerce & Trade Co., Ltd. [English Translation]
	10.27	**		Exclusive Technical and Consulting Service Agreement, dated May 9, 2011, between the WFOE and Shandong Xiangrui. [previously filed as Exhibit 10.33]
	10.28	**		Management Fee Payment Agreement, dated May 9, 2011, among the WFOE, Shandong Xiangrui and the Shandong Xiangrui Shareholders. [previously filed as Exhibit 10.34]
	10.29	**		Equity Interest Pledge Agreement, dated May 9, 2011, between the WFOE and the Shandong Xiangrui Shareholders. [previously filed as Exhibit 10.35]
	10.30	**		Exclusive Equity Interest Purchase Agreement, dated May 9, 2011, among the WFOE, Shandong Xiangrui and the Shandong Xiangrui Shareholders. [previously filed as Exhibit 10.36]
	10.31	**		Operating Agreement, dated May 9, 2011, among the WFOE, Shandong Xiangrui and the Shandong Xiangrui Shareholders. [previously filed as Exhibit 10.37]
	10.32	**		Proxy Agreement, dated May 9, 2011, among the WFOE, Shandong Xiangrui and the Shandong Xiangrui Shareholders. [previously filed as Exhibit 10.38]
	10.33	**		Option Agreement, dated May 13, 2011, between Mr. Chongxin Xu and Mr. Binglong Qiao. [previously filed as Exhibit 10.39]
	10.34	**		Option Agreement, dated May 13, 2011, between Mr. Chongxin Xu and Mr. Guo Wang. [previously filed as Exhibit 10.40]
	10.35	**		Option Agreement, dated May 13, 2011, between Mr. Chongxin Xu and Mr. Lingfa Huang. [previously filed as Exhibit 10.41]
	10.36	**		Option Agreement, dated May 13, 2011, between Mr. Chongxin Xu and Mr. Xuchun Wang. [previously filed as Exhibit 10.42]
	10.37	**		Form of Labor Contract for contracts signed by and between Shandong Xiangrui and its employees. [English Translation] [previously filed as Exhibit 10.25]
	16.1	**		Letter, dated May 16, 2011, from S.W. Hatfield CPA regarding change in certifying accountant.
	20	**		Press Release.
	21	**		Subsidiaries of the Registrant.

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 hereunto duly authorized.

Dated: July 20, 2011

SHANDONG XIANGRUI PHARMACY CO., LTD.

FINANCIAL STATEMENTS

Years ended December 31, 2010 and 2009

CONTENTS

		Page
Independent Auditors’ Report			F-2
Balance Sheets			F-3 – F-4
Statements of Income			F-5
Statements of Cash Flows			F-6 – F-7
Statements of Shareholders’ Equity			F-8
Notes to Financial Statements			F-9 – F-23
EX-3.1
EX-3.2
EX-3.3
EX-3.4
EX-3.5
EX-3.6
EX-3.7
EX-10.1
EX-10.2
EX-10.3
EX-10.8
EX-10.11
EX-10.15
EX-10.16
EX-10.17
EX-10.18
EX-10.19
EX-10.20
EX-10.21
EX-10.23
EX-10.24
EX-10.25
EX-10.26

INDEPENDENT AUDITORS’ REPORT

Board of Directors and Shareholders of
Shandong Xiangrui Pharmacy Co., Ltd.
Shandong, China

We have audited the accompanying balance sheets of Shandong Xiangrui Pharmacy Co., Ltd. (the “Company”) as of December 31, 2010 and 2009, and the related statements of income, shareholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Shandong Xiangrui Pharmacy Co., Ltd. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

BDO China Shu Lun Pan Certified Public Accountants LLP
Shanghai, China
March 22, 2011

SHANDONG XIANGRUI PHARMACY CO., LTD.

BALANCE SHEETS

				December 31
		Notes		2010				2009
				US$				US$
ASSETS
Current Assets
Cash					6,634,012				881,230
Restricted Cash					226,494				2,416,449
Notes receivable		3			2,236,468				273,045
Accounts receivable, net		3			255,870				1,463,431
Inventories, net		4			1,954,879				1,727,331
Advances to third party suppliers		5			907,796				674,821
Other receivables		5			104,681				103,664
VAT tax refundable					—				433,239
Amounts due from related parties		16			—				645,479
Deferred tax assets		9			265,254				250,520
Total Current Assets					12,585,454				8,869,209
Non-current Assets
Property, plant and equipment, net		6			2,973,276				2,630,076
Land use rights, net		7			2,542,749				2,604,400
Total Non-current Assets					5,516,025				5,234,476
TOTAL ASSETS					18,101,479				14,103,685

The accompanying notes are integral part of the financial statements.

SHANDONG XIANGRUI PHARMACY CO., LTD.

BALANCE SHEETS (continued)

				31 December
		Notes		2010				2009
				US$				US$
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Short-term bank borrowings		8			8,078,276				5,858,059
Notes payable					—				2,196,772
Accounts payable to third parties					827,993				1,025,657
Advance from third party customers					167,704				41,899
Payroll and welfare payable					19,305				—
Accrued expenses		12			106,179				88,391
Amounts due to related parties		16			2,249,526				2,341,295
Income tax payable		9			150,218				118,855
VAT tax payable					859,128				—
Miscellaneous tax payables		11			88,937				5,644
Other payables to third parties		10			205,481				111,278
Total Current Liabilities					12,752,747				11,787,850
Non-current liabilities
Deferred tax liabilities		9			172,363				222,093
Total Non-current Liabilities					172,363				222,093
Total Liabilities					12,925,110				12,009,943
Shareholders’ Equity
Paid-in capital		13			2,416,480				2,416,480
Statutory reserves		14			522,591				44,098
Accumulated other comprehensive income					(427,019	)			(596,965	)
Retained earnings					2,664,317				230,129
Total Shareholders’ Equity					5,176,369				2,093,742
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY					18,101,479				14,103,685

The accompanying notes are integral part of the financial statements.

SHANDONG XIANGRUI PHARMACY CO., LTD.

STATEMENTS OF INCOME

				Years Ended December 31
		Notes		2010				2009
				US$				US$
Revenues
Cornstarch					32,989,848				12,779,162
Glucose					8,934,164				4,336,391
Others					129,117				—
Total Revenues					42,053,129				17,115,553
Cost of Sales
Cornstarch					(28,754,128	)			(11,489,453	)
Glucose					(7,748,407	)			(4,048,677	)
Others					(83,978	)			—
Total Cost of Sales					(36,586,513	)			(15,538,130	)
Gross Profit					5,466,616				1,577,423
Operating Expenses
Selling and distribution					(1,003,500	)			(571,313	)
General and administrative					(245,515	)			(753,023	)
Total Operating Expenses					(1,249,015	)			(1,324,336	)
Interest Income					30,316				28,982
Interest Expenses					(409,088	)			(278,179	)
Foreign Exchange Loss					(28	)			—
Gain from disposal of fixed assets					90,663
Other Income, net					4,281				422,005
Income Before Income Tax Expenses					3,933,745				425,895
Income Tax Expenses		9			(1,021,064	)			(127,261	)
NET INCOME					2,912,681				298,634

The accompanying notes are integral part of the financial statements.

SHANDONG XIANGRUI PHARMACY CO., LTD.

STATEMENTS OF CASH FLOWS

		Years Ended December 31
		2010				2009
		US$				US$
CASH FLOWS FROM OPERATING ACTIVITIES
Net income			2,912,681				298,634
Adjustment to reconcile net income to net cash provided by operating activities
Depreciation of property, plant and equipment			686,746				784,829
Amortization of land use rights			61,652				51,421
Allowance for doubtful accounts			27,300				166,369
Gain from disposal of fixed assets and other			(90,635	)			—
Changes in operating assets and liabilities
Accounts receivable to third parties			1,180,261				(1,211,195	)
Notes receivable			(1,963,422	)			(259,136	)
Advances to third party suppliers, net			(232,974	)			(2,620	)
Other receivables			(1,019	)			1,787,727
Amounts due from related parties			645,479				(645,479	)
Inventories			(227,548	)			(345,791	)
Accounts payable to third parties			(197,664	)			(610,135	)
Notes payable			(2,196,772	)			2,196,772
Tax payable			31,363				88,808
Advances from third party customers			125,805				26,530
Payroll and welfare payable			19,305				—
Other payables to third parties			1,469,863				(578,057	)
Amounts due to related parties			(91,769	)			200,978
Accrued expenses			17,788				(47,732	)
Deferred tax assets			(13,103	)			(1,509	)
Deferred tax liabilities			(51,361	)			9,950
Net cash provided by operating activities			2,111,976				1,910,364
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease/(increase) of restricted cash			2,189,956				(2,416,449	)
Purchase of property and equipment			(939,284	)			(39,786	)
Net cash provided by (used in) investing activities			1,250,672				(2,456,235	)

The accompanying notes are integral part of the financial statements.

SHANDONG XIANGRUI PHARMACY CO., LTD.

STATEMENTS OF CASH FLOWS (continued)

		Years Ended December 31
		2010				2009
		US$				US$
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term bank borrowings			10,640,184				8,562,747
Repayment of short-term bank borrowings			(8,419,967	)			(8,557,261	)
Net cash provided by (used in) financing activities			2,220,217				5,486
Effect of foreign exchange rate changes			169,919				4,360
Net increase/(decrease) in cash			5,752,784				(536,025	)
Cash, beginning of year			881,229				1,417,255
Cash, end of year			6,634,013				881,230
Supplementary disclosure of cash flow information:
Interest expense paid			378,772				278,179
Income taxes paid			1,085,528				30,012