Neologic Animation Inc - FORM 10-K

Attached files

file	filename
EX-31.2 - CERTIFICATION - Neologic Animation Inc	exhibit31-2.htm
EX-31.1 - CERTIFICATION - Neologic Animation Inc	exhibit31-1.htm
EX-32.1 - CERTIFICATION - Neologic Animation Inc	exhibit32-1.htm
EX-32.2 - CERTIFICATION - Neologic Animation Inc	exhibit32-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2011

Commission file number 000-52747

CHINA FOREST ENERGY CORP.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)

#41 Huancheng Road
Xinjian Township
Jinyun County
Zhejiang, P.R. China
(Address of principal executive offices, including zip code.)

011 86 578 388 1262
(Registrant's telephone number, including area code)

CHINA FOREST ENERGYCORP
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: [ ] Yes No [X]

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ ] No [ X ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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

Large Accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

The aggregate market value of Common Stock held by non-affiliates of the Registrant on October 29, 2010 was $Nil based on a $Nil average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the Company’s classes of common stock, as of the latest practicable date.
18,081,000 shares as of August 2, 2011

TABLE OF CONTENTS

PART I			Page

	Item 1.	Business.	4
	Item 1A.	Risk Factors.	12
	Item 1B.	Unresolved Staff Comments.	12
	Item 2.	Properties.	12
	Item 3.	Legal Proceedings.	12
	Item 4.	Removed and Reserved.	12

PART II

	Item 5.	Market For Common Stock and Related Stockholder Matters.	12
	Item 6.	Selected Financial Data	13
	Item 7.	Management’s Discussion and Analysis of Financial Condition or Plan of Operation.	14
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	18
	Item 8.	Financial Statements and Supplementary Data.	F-1
	Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	19
	Item 9A.	Controls and Procedures	19
	Item 9B.	Other Information	21

PART III

	Item 10.	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act	22
	Item 11.	Executive Compensation	26
	Item 12.	Security Ownership of Certain Beneficial Owners and Management	27
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	28
	Item 14.	Principal Accountant Fees and Services.	29

PART IV

	Item 15.	Exhibits, Financial Statement Schedules.	30

PART I

ITEM 1.

BUSINESS

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this current report and unless otherwise indicated, the terms "we", "us", "our" and "our company" mean China Forest Energy Corp., unless otherwise stated.

General Overview

We were incorporated in Nevada on January 26, 2006 under the name Henix Resources, Inc. On December 16, 2010, we changed our name to China Forest Energy Corp. by way of a merger with our wholly-owned subsidiary China Forest Energy Corp. which was formed for the sole purpose of the change of name. In addition to our change of name, we effected a nine (9) for one (1) forward split of our authorized and issued and outstanding common shares. Our preferred shares were not affected by the stock split.

Our principal business address is #41 Huancheng Road, Xinjian Township, Jinyun County, Zhejian, P.R. China. Our telephone number is 011 86 578 388 1262.

Current Business

We are an exploration stage company in the business of the acquisition and exploration of mineral properties. As at the date of this annual report, we do not own or have any rights to any mineral property.

On December 16, 2010, we filed articles of merger with our wholly-owned subsidiary to change our name to China Forest Energy Corp. and filed a certificate of change with the Nevada Secretary of State to give effect to a forward split of our authorized and issued and outstanding shares of common stock on a nine (9) new for one (1) old basis. Upon effect of the forward stock split, our authorized capital increased from 100,000,000 to 900,000,000 shares of common stock and, correspondingly, our issued and outstanding increased from 2,009,000 to 18,081,000 shares of common stock, with a par value of $0.00001. Our preferred stock was unaffected as a result of the forward split.

On January 12, 2011, we entered into share exchange agreement with Zhejiang Forest Bamboo Tec Co., Ltd. a People’s Republic of China corporation and Forest Energy Co., Ltd., a British Virgin Islands corporation. Forest Energy Co., Ltd. is the registered and beneficial owner of all of the issued and outstanding common shares in the capital of Sinoport Enterprises Limited, a British Virgin Islands corporation. Sinoport is the sole owner of all share capital of USCNHK Group Limited, a Hong Kong corporation and USCNHK is the owner of 95%, or 76,000,000 shares, of the share capital of Zhejiang Forest Bamboo Tec Co., Ltd. Our company has agreed to issue 15,919,000 common shares to the Forest Energy Co., Ltd.’s shareholder as consideration for the purchase of 50,000 common shares of Zhejiang Forest Bamboo Tec Co., Ltd. Upon closing of the share exchange, Yongfu Zhu, one of our current officers and directors, will cancel 9,000,000 shares of our common stock held in his name and we will have no more than 25,000,000 shares of common stock issued and outstanding. As of the date of this annual report, the share exchange agreement has not been closed.

If we are not able to close the share exchange agreement, we will continue with our original plan of acquisition and exploration of mineral properties. This business is further described below.

Our proposed exploration program

We intend to acquire a property and prospect for gold in China. Our target is mineralized material. Our success depends upon finding mineralized material. Mineralized material is a mineralized body which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we do not find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations.

In addition, we do not have enough money to complete the exploration of any property. We will try to raise additional funds from a public offering, a private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. If we need additional money and cannot raise it, we will have to suspend or cease operations.

After we acquire a property, we must conduct exploration to determine what amount of minerals, if any, exist on the properties and if any minerals which are found can be economically extracted and profitably processed. There is no assurance that we will ever acquire an option on a property or any property underlying an option.

We intend to seek out raw undeveloped property by retaining the services of a professional mining geologist to be selected. As of the date of this report, we have not selected a geologist. Our properties will in all likelihood be undeveloped raw land. That is because raw undeveloped land is much cheaper than to purchase an existing developed property. A developed property is one with a defined ore body.

Thereafter, exploration will be initiated.

We do not know if we will find mineralized material.

Our exploration program is designed to economically explore any property we may obtain. Again, at the present time we do not own any interest in any properties.

We do not claim to have any minerals or reserves whatsoever.

We intend to implement an exploration program which consists of rock sampling. Rock sampling is the collection of a series of small chips over a measured distance, which is then submitted for a chemical analysis, usually to determine the metallic content over the sampled interval, a predetermined grid laid out on the property. If the rock sampling is successful, then further work by way of a Controlled Source Magnetotelluric survey may be in order. This is an electromagnetic method used to map the variation of the Earth's resistivity (the resistance of the earth to conduct electricity) by measuring naturally occurring electric and magnetic fields at the Earth's surface. This process gives an indication of where drilling locations may be warranted. If drilling were to be indicated, then our first choice would be Reverse Circulation Drilling. This is a less expensive form of drilling that does not allow for the recovery of a tube or core of rock. The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis. This is a quicker and cheaper method of drilling, but does not necessarily give one as much information about the underlying rocks. If warranted, core sampling would follow this stage. Core sampling is the process of drilling holes to a depth of up to 1,400 feet in order to extract samples of earth. Our mining engineer will determine where drilling will occur on the property. As of the date of this registration statement, we have not retained the services of any mining engineers, and would not entertain doing so until an appropriate property has been secured. The drill samples will be tested to determine if mineralized material is located on the property. Based upon the tests of the drill samples, we will determine if we will terminate operations; proceed with additional exploration of the property; or develop the property. Our current financial condition is designed to only fund the costs of rock sampling and testing.

Our plan of operation, time frames involved and costs are as follows:

Item or Activity		Cost
Property Acquisition	$	10,000
Consulting Service	$	5,000
Surface Sampling & Geochemical Analysis	$	15,000
Mobilization/Demobilization Contractor	$	12,000
Dozer, Grader, Backhoe, ATV	$	12,000
Reclamation/Bond	$	3,000
Field Supplies	$	300
Travel Expenses	$	3,000

We will allocate $10,000 for the securing of one property in China. We have not selected a property at this time. We intend to secure a property within the next twelve months, the costs of which should not exceed $10,000.

Exploration expenditures consist of fees to be paid for consulting services connected with exploration, the cost of rock sampling (the collection of a series of small chips over a measured distance, which is then submitted for a chemical analysis, usually to determine the metallic content over the sampled interval, at pre-determined location(s) on the property), and cost of analyzing these samples. Since we do not own an interest in any properties, we have not begun exploration. Consulting fees will not be paid except on an as needed basis and should not exceed $5,000 for the next 12 months.

We will allocate a range of money for exploration. That is because we do not know how much will ultimately be needed for exploration. If our initial exploration proves positive results, we will expand the exploration activities to include reverse circulation drilling. This is a less expensive form of drilling that does not allow for the recovery of a tube or core of rock. The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis. This is a quicker and cheaper method of drilling, but does not necessarily give one as much information about the underlying rocks. If warranted, core drilling would follow this stage.

If we discover significant quantities of mineralized material, we will begin technical and economic feasibility studies to determine if we have reserves. Only if we have reserves will we consider developing the property.

Once we have secured a property, and if through early stage exploration we find mineralized material and it is feasible to expand the exploration program, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not raise all of the money we need, we will have to find alternative sources of funding, like a public offering, a private placement of securities, or loans from our officers or others.

We have discussed this matter with our officer and director, however, our officer and director is unwilling to make any commitment to loan us any significant amounts of money at this time. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can't raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely.

We will be conducting research in the form of exploration of the property we intend to secure. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a body of minerals and we have determined they are economical to extract from the land.

The breakdown of estimated times and dollars was made in consultation with mining engineers in China.

We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.

If we are unable to complete exploration because we do not have enough money, we will cease operations until we raise more money. If we cannot or do not raise more money, we will cease operations. If we cease operations, we don't know what we will do and we don't have any plans to do anything else.

We cannot provide you with a more detailed discussion of how our exploration program will work and what we expect will be our likelihood of success. That is because we do not own an interest in a property. We may or may not find any mineralized material. We hope we do, but it is impossible to predict the likelihood of such an event.

We do not have a plan to take our company to revenue generation. That is because we have not located an ore body yet and it is impossible to project revenue generation from nothing.

If we do not find mineralized material, we will allow any option acquired to expire.

Gold Mining in China

Gold mining in China dates back to the Song Dynasty. The Chinese government began reforms in the mid-1990s encouraging small operators to consolidate and allow foreign companies to form joint ventures. The intent was for Chinese companies to learn modern management practices; financial controls; and industrial, environmental and safety standards.

Chinese Mining Law

The Mineral Resources Law of the PRC is the principal mining law of the State. Together with the PRC Constitution, it stipulates that rights to the mineral resources within the territories of China vest in the State.

Constitution

Under the Chinese Constitution, all mineral resources occurring within China's territorial boundaries belong to the State, and there is a tri-level structure of legislative power whereby the lower level is subject to, and must not contravene, the more upper level. The three levels of legislative power consist of national legislation (the National People's Congress), followed by the state administrative rules and regulations (State administration), and finally, by the local regulations (provincial congresses). Administrative departments functioning directly under the State Council may formulate implementation rules, which will have effect within their respective departments.

Laws

The Mineral Resources Law of the PRC, adopted March 19, 1986, amended on August 29, 1996 ("Amendments") and effective as amended as of January 1, 1997 (after passage of the 21st Session of the Standing Committee of the 8th National People's Congress on August 29, 1996), is the principal mining law. The Amendments were adopted to achieve the policy goals set forth above. Same treatment is now to be accorded foreign investment enterprises as to domestic enterprises, regarding exploration rights, mining rights and the transfer of those rights.

China has adopted a licensing-type of system for the exploration and exploitation of the mineral resources. Exploration permits (or licenses) are registered and issued to "licensees" in the form of 3-year leases (7 years for oil and gas) from the Central or the Provincial Bureau of Land and Resources. The exploration permit area is described by a "basic block" of 1' of longitude x 1' of latitude (approximately 848 acres); an exploration permit for metallic and non-metallic minerals has a maximum of 40 basic blocks and for coal, has a maximum of 200 basic blocks.

When an economic deposit is discovered, the licensee may apply for a 2-year renewal or retention of the exploration right (permit) within thirty (30) days prior to expiration of the permit term, for a maximum period of four (4) years or two extensions, covering the area of the economic deposit. Among the obligations under the permit are scheduled minimum exploration expenditures (the portion of which actual expenditures are greater than the year's scheduled expenditures is creditable against the next year's scheduled expenditures), reporting requirements with the local county and licensing authority and scheduled payments per kilometer for exploration rights (i.e., rentals). The permittee, with approval and compliance with exploration expenditures, may transfer its explorations right.

The mining license holders of a mining right are termed "concessionaires," and their license terms are determined by the magnitude of a mining project. If the size of a mining project is large, the maximum term of the mining license is thirty (30) years, and scaled down from there to as low as ten (10) years for one small in size. The mining licensee may extend the term of a mining license with an application thirty (30) days prior to expiration of the term. The "rentals" for exercise of the mining right are a fee of 1,000 RMB (USD 165) per square kilometer per year. The Ministry of Land and Resources is metals, most non-metallics, rare earths and other minerals as listed in the appendix to the Regulations on Registration for Exploration of Mineral Resources, for large scale reserves. The concessionaire, or mining licensee, may transfer with governmental approval all or a portion of its mining right.

There are numerous taxes, charges and fees that apply to the mineral industries, including the value added tax, resources tax, mineral resources compensation (royalties), corporate income tax, city construction tax, land use tax, business tax and other taxes or assessments. As for environmental regulations, the basic laws in China governing environmental protection in the mineral industry sector of the economy are the Environmental Protection Law and the Mineral Resources Law.

Administrative regulations

The legal rights and interests of the holder of mineral titles are under the protection of the Chinese Government, pursuant to the Rules for Implementation of the Mineral Resources Law of the PRC, promulgated March 20, 1994 ("Mineral Resources Rule"). As discussed above, China has adopted a licensing-type system for exploration and exploitation of its mineral resources; the exploration permittee, or holder of the exploration permit has the following rights: to undertake without interference exploration within the area under permit during the permit term, to have a priority to obtain a mining license upon discovery of a mineral deposit of commercial value, to construct necessary exploration facilities and to pass through other exploration areas and adjacent ground to access the permitted area, among other rights.

While exploration permits are registered and issued to licensees in the form of 3-year term leases, initially, from the Central or Provincial Bureau of Land and Resources, as discussed above, at least one longer term joint venture lease (20 years) has been reported. The obligations of the permittees include the following: to start exploration within the prescribed term, to report to the appropriate exploration management government agency, to conduct its exploration activities in accordance with the permit, to conduct a comprehensive exploration program for all key and associated minerals, to submit mineral exploration reports for review and approval and to comply with other applicable laws and regulations.

The amended law stipulates that an exploration licensee has a priority, an exclusive right to obtain the "mining right" within the area under the exploration right, when there has been a discovery, to conduct mining operations, pursuant to applicable regulations (for example: mining plans, financial and technical qualifications and environmental impact statements).

Once mining licenses are obtained, the rights of the concessionaires include the following: to conduct mining operations within the term and mining area prescribed by the license, to sell the mineral products by themselves, except for those mineral products which the State Council had prescribed for unified purchase, to construct production facilities within the mining area, to acquire land use and other rights. As well, the concessionaires have obligations including reporting requirements and submission to inspections. Additionally, the miner - applicant for a mining right (concession) must present, with its plan for development and utilization of the mineral resources under lease, an environmental impact statement.

On February 12, 1998, the State Council issued three sets of regulations (the three "items of regulations") to implement the Amendments, as follows: (1) the Regulations on Registration for Mineral Exploration; (2) the Regulations on Registration for Exploration of Mineral Resources; and (3) the Regulations on Transfer of Exploration Rights and Mining Rights.

Local law considerations

The congress of a province or autonomous region may adopt local mining regulations. The departments under provincial governments, autonomous regions and municipalities directly under the Central Government are responsible for exploration applications for mineral resources not reviewed by the Ministry of Land and Resources, such as oil shales, manganese, chromium, iron or sulphur and those whose reserves are "medium" in scale. Prefecture and county level departments are responsible for "small-scale" mineral resources.

Laws and regulations relating to foreign investment

China first allowed foreign investment in prospecting and mining in 1993 with prospecting for, and exploitation of, the Tarim Basin's natural gas reserves in western China. The Ministry approves exploration applications for mineral resources to be explored by foreign investment entities. The mineral resources available to foreign investments (generally not as wholly-owned foreign investments) are divided into three categories: (1) Group A ("encouraged" projects) -- coal and associated minerals mining and separation, iron ore mining and beneficiation, base metal (copper, lead, zinc and aluminum) and nonmetallic minerals; (2) Group B ("restricted" projects) -- coke/coal mining, copper processing, precious metal mining and processing (gold, silver, and platinum group metals), other base metals (tin, tungsten and antimony), rare earth minerals and gemstones; and (3) Group D -- minerals not included in Group A, B or C. A "Group C" project for prohibited minerals includes radioactive minerals, boromagnesites and celestites.

The Ministry approves exploration applications for mineral resources to be exploited (mined) by foreign investment. The transfers of foreign investment mining rights, as well as similar (mined) exploration rights, are subject to approval by the Ministry pursuant to any other transfer conditions as discussed above.

The general procedure for implementing foreign investment in exploration of Chinese mineral resources (at the Central Government level) is described as a seven step process: Step 1 - inquire with the Ministry about available land areas; Step 2 - reserve the name of the proposed entity; Step 3 - apply to the Ministry for designation of an exploration (or mining) area; Step 4 - apply to the Ministry of Foreign Trade and Economic Cooperation (or local agency) for authority of the proposed business entity; Step 5 - obtain a business license; Step 6 - apply to the Ministry for a grant of the exploration right (or the mining right); and Step 7 - apply to the Ministry for a land use right. The Ministry of Foreign Trade and Economic Cooperation and the State Environmental Protection Agency issued provisions in 1993 on environmental protection management with regard to foreign investment.

Of particular interest for foreign investment, gold and silver (pursuant to an official "Gold Policy") have been subject to regulatory changes of their restricted or protected status in the 1990s. Under the Gold Policy, gold had to be sold by the miner exclusively to the Bank of China at the current international market price discounted, initially, at 10% and, subsequently, at 3%. Pursuant to State Council direction, the Bank of China has authority to adjust the purchase price with respect to the gold market prices under certain criteria. The price of gold has been raised to more closely track the international market prices, e.g., the "London Fix." Subject to the same policy are the low grade (less than 0.03 ounces per ton) and refractory-processed (sulphide ore) gold deposits, that have been the sole deposits open to foreign investors; however, such foreign investors may retain their investment if, as development proceeds, they discover a high grade or nonrefractory gold deposit.

Revised regulations for the settlement, selling and payment of foreign exchange came into effect in 1996. The foreign exchange regulations apply to domestic, as well as foreign, investment enterprises.

Chinese General Business Laws

In China, we are required to register as a private enterprise. A private enterprise is one which is privately funded, that is not state funded. The registration fee is 0.1% of our capital or $0.01, however, there is a minimum fee of 50 RMB. In addition, we will pay a business tax of 3% of our net revenues. Business tax rates in China are at a flat rate, but vary based upon the business. While we pay 3%, entertainment companies pay 15%.

It is very important to remember in China that rules and regulations are conditioned upon satisfaction of Chinese “social interests.” This allows for a subjective determination by the government when issuing licenses. If we are unable to raise enough money, we will not seek the license.

The majority of our revenues will be settled in RMB and, any future restrictions on currency exchanges may limit our ability to use revenue generated in RMB 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 RMB 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 RMB for capital account items, including direct investment and loans, is subject to governmental approval 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 RMB.

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 Chinese laws, regulations and legal requirements are relatively recent and are evolving rapidly, and their interpretation and enforcement involve uncertainties Because of the legal uncertainties and because the majority of our assets may be located in the People’s Republic of China (the “PRC”), it may be extremely difficult to access those assets to satisfy an award entered against us in United States court. Moreover, PRC does not have treaties with the United States providing for the reciprocal recognition and enforcement of judgments of courts. Further, in considering whether to enforce a foreign judgment in China, the court considers whether the judgment violates basic principles of the law of the PRC; its social interests; and ascertains that foreign judgment has validity. If the court is not satisfied with the foregoing, the matter is referred back to the jurisdiction that rendered the judgment. The cost and likelihood of successfully enforcing a U.S. judgment in China is, in our opinion, remote at best.

Employees and Employment Agreements

At present, we have no full-time employees. Our officers and directors are part-time employees and each will devote about 10 hours or 25% of their time per week to our operation. Our officers and directors do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our officers and directors. Our officers and directors will handle our administrative duties. As of April 30, 2011, we have not looked for or talked to any geologists or engineers who will perform work for us in the future.

ITEM 1A.

RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 2.

PROPERTIES

Our office space is currently provided to us by a former president of our company. The rent is donated and is recognized at $3,000 per year. Our office is located at #41 Huancheng Road, Xinjian Township, Jinyun County, Zhejiang, P.R. China. Our telephone number is 011 86 578 388 1262.

ITEM 3.

LEGAL PROCEEDINGS

We are not presently a party to any litigation.

ITEM 4.

REMOVED AND RESERVED

PART II

ITEM 5.

MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Our Common stock is quoted on the OTC Bulletin Board under the Symbol "CFEC". We originally received approval on March 13, 2007 for trading under the symbol “HENX”. On December 28, 2010, our symbol was changed to our current symbol “CFEC” in connection with our merger and change of name.

The following table reflects the high and low bid information for our common stock obtained from Stockwatch and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:

OTC Bulletin Board
Quarter Ended⁽¹⁾	High	Low
January 31, 2011	$1.165	$1.00

(1)	The first trade in our common stock occurred on January 7, 2011.

At July 29, 2011, there were 56 shareholders of record.

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Other than as disclosed herein, we did not sell any equity securities which were not registered under the Securities Act during the year ended April 30, 2011 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended April 30, 2011.

Equity Compensation Plan Information

We currently do not have any equity compensation plans.

Convertible Securities

We do not have any outstanding convertible securities.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended April 30, 2011.

ITEM 6.

SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 7.

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

This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

We are a start-up, exploration-stage mining corporation and have not yet generated or realized any revenues from our business operations. We raised $100,900 from our public offering and issued 9,080,100 common shares at $0.01 per share on November 16, 2006. We believe that further financing (either debt or equity financing) is required for us to acquire mineral properties.

We intend to acquire mineral properties; however, no acquisition has been materialized as of this report. We are not going to buy or sell any plant or significant equipment during the next twelve months.

Our exploration target is to find properties containing gold. Our success depends upon finding mineralized material from such acquired properties. This includes a determination by our consultant if the property contains reserves. Although we successfully raised capital in 2006, we must find and acquire mineral properties for further exploration.

We currently do not own or have a right to explore any property. We have not identified any properties for exploration. Our plan is to acquire an option on a property and prospect for gold in China. Our target is mineralized material. Our success depends upon finding mineralized material. Mineralized material is a mineralized body which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we do not find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations.

Thereafter, exploration will be initiated.

We do not know if we will find mineralized material.

Our exploration program is designed to economically explore any property we may obtain. Again, at the present time we do not own any interest in any properties.

We do not claim to have any minerals or reserves whatsoever.

Our plan of operation, time frames involved and costs are as follows:
Item or Activity		Cost
Property Acquisition	$	10,000
Consulting Service	$	5,000
Surface Sampling & Geochemical Analysis	$	15,000
Mobilization/Demobilization Contractor	$	12,000
Dozer, Grader, Backhoe, ATV	$	12,000
Reclamation/Bond	$	3,000
Field Supplies	$	300
Travel Expenses	$	3,000

We have discussed this matter with our officer and director, however, our officer and director is unwilling to make any commitment to loan us any significant amounts of money at this time. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.

We will be conducting research in the form of exploration of the property we intend to secure. Our exploration program is explained in as much detail as possible in the business section of this annual report. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a body of minerals and we have determined they are economical to extract from the land.

The breakdown of estimated times and dollars was made in consultation with mining engineers in China.

We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.

We do not have a plan to take our company to revenue generation. That is because we have not located an ore body yet and it is impossible to project revenue generation from nothing.

If we do not find mineralized material, we will allow any option to expire.

Limited Operating History

There is limited historical financial information about us upon which to base an evaluation of our performance. We are an exploration-stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we must find and acquire other mineral properties and conduct more comprehensive research and exploration of such properties before we start production of any minerals we may find.

Results of Operations

For the years ended April 30, 2011 and 2010, the Company reported no revenue. For the year ended April 30, 2011, total expenses were $43,371, a $16,183, or 59%, increase from the $27,188 reported for the same period in 2010. Approximately $17,000 of this increase is attributable to an increase in professional fees and filing fees.

Total expenses reported for the years ended April 30, 2011 and 2010 primarily represent expenses incurred for general administration, rent, travel, filing fees, professional services, and bank service charges. Shareholders of the Company have been making advances to the Company for the payment of operating expense; they have agreed to continue providing capital for ongoing operations, until such time the Company can generate revenues from commercial operations or increase capital through various financing arrangements.

Liquidity and Capital Resources

To meet our initial need for cash we raised $100,900 from our public offering. As of April 30, 2011, we had $578 in cash available. If we acquire a property, find mineralized material, and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans.

As of the date of this report, we have yet to generate any revenues.

Since inception and up to April 30, 2011, we have issued 18,081,000 shares of our common stock and received $100,910.

In January 2006, we issued 9,000,000 shares of common stock pursuant to the exemption from registration set forth in section 4(2) of the Securities Act of 1933. In November 2006, we issued 9,081,000 shares of common stock pursuant to our registration statement. The proceeds received of the shares issued in January and November were $10 and $100,900, respectively. Our former president covered our initial expenses covering incorporation, accounting and legal fees, and other operating expenses of $32,054 and $3,500 for staking, for a total of $35,554, all of which was paid directly to our attorney, accountant, and other vendors. We repaid $10,000 during the quarter ended July 31, 2007 to our former president. The amount owed to our former president was non-interest bearing, unsecured and due on demand. Further the agreement with our former president was oral and there was no written document evidencing the agreement. On September 1, 2008, our former president assigned the right to collect the debt owed by the Company for $25,554 to the current president of the Company. On April 29, 2009, our current president waived the debt owed by the Company totaling $25,554 and the amount was recognized as additional paid-in capital.

As of April 30, 2011, our total current assets were $4,078 and our total current liabilities were $51,317 for a working capital deficit of $47,239.

The financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. Since inception, the Company has not generated revenues and has not paid any dividends and is unlikely to either pay dividends or generate revenues in the immediate or foreseeable future.

The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing, the Company’s success in acquiring interests in properties that have economically recoverable reserves, and the attainment of profitable operations. As at April 30, 2011, the Company has not generated revenues and has accumulated losses totaling $221,603 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Recent accounting pronouncements

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant effect on its financial position or results of operations.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

CHINA FOREST ENERGY CORP.

(AN EXPLORATION STAGE COMPANY)

FINANCIAL STATEMENTS

APRIL 30, 2011

INDEX

	PAGE(S)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F2
BALANCE SHEETS	F3
STATEMENTS OF OPERATIONS	F4
STATEMENTS OF CASH FLOWS	F5
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT	F6
NOTES TO FINANCIAL STATEMENTS	F7 - F11

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

China Forest Energy Corp.

(An Exploration Stage Company)

Zhejiang, P.R. China

We have audited the accompanying balance sheets of China Forest Energy Corp. (an Exploration Stage Company) (the “Company”) as of April 30, 2011 and 2010, and the related statements of operations, changes in stockholders’ deficit and cash flows for the years then ended and for the period from January 26, 2006 (Inception) to April 30, 2011. 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 audits. The financial statements for the period from January 26, 2006 (Inception) to April 30, 2009 were audited by other auditors whose report expressed an unqualified opinion on those financial statements. The financial statements for the period from January 26, 2006 (Inception) to April 30, 2009 include total revenues of $-0- and a net loss of $151,044, respectively. Our opinion on the statements of operations, changes in stockholders’ deficit and cash flows for the period from January 26, 2006 (Inception) to April 30, 2011, insofar as it relates to amounts from January 26, 2006 (Inception) to April 30, 2009, is based solely on the report of other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits 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 China Forest Energy Corp. as of April 30, 2011 and the results of its operations and its cash flows for the two years then ended and for the period from January 26, 2006 (Inception) to April 30, 2011, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a working capital deficit, generated no revenues since inception, and has an accumulated deficit. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

GBH CPAs, PC

www.gbhcpas.com

Houston, Texas

August 4, 2011

F-2

China Forest Energy Corp.

(An Exploration Stage Company)

Balance Sheets

		April 30,
ASSETS		2011			2010

Current Assets

Cash and cash equivalents	$	578		$	1,982
Prepaid expenses		3,500			-

Total Assets	$	4,078		$	1,982

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable and accrued liabilities	$	1,817		$	1,500
Notes payable		28,500			-
Advances from related party		21,000			14,000
Total Current Liabilities		51,317			15,500

Stockholder’s Deficit
Preferred stock, $0.00001 par value, 100,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.00001 par value, 900,000,000 shares authorized, 18,081,000 shares issued and outstanding		181			181
Additional paid-in capital		174,183			164,533
Accumulated deficit during the exploration stage		(221,603	)		(178,232	)
Total Stockholders' Deficit		(47,239	)		(13,518	)

Total Liabilities and Stockholders' Deficit	$	4,078		$	1,982

The accompanying notes are an integral part of these financial statements.
F-3

China Forest Energy Corp.

(An Exploration Stage Company)

Statements of Operations

								For the Period
								January 26,
								2006
		Year Ended						(Inception) to
		April 30,						April 30,
		2011			2010			2011

REVENUES	$	-		$	-		$	-

OPERATING EXPENSES
General and administrative		42,721			27,188			217,453
Impairment of mineral property costs		-			-			3,500
Total operating expenses		42,721			27,188			220,953

Other expense		650						650

NET LOSS	$	(43,371	)	$	(27,188	)	$	(221,603	)

LOSS PER COMMON SHARE
Basic and Diluted	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – Basic and Diluted		18,081,000			18,081,000

The accompanying notes are an integral part of these financial statements.
F-4

China Forest Energy Corp.

(An Exploration Stage Company)

Statements of Cash Flows

								For the Period
								from January 26,
								2006
		Year Ended						(Inception) to
		April 30,						April 30,
		2011			2010			2011

Cash flows from operating activities
Net loss	$	(43,371	)	$	(27,188	)	$	(221,603	)
Adjustment to reconcile net loss to net cash used for operating activities:
Impairment of mineral property costs		-			-			3,500
Donated services		6,000			6,000			31,500
Donated rent		3,000			3,000			15,750
Imputed interest		650						650
Changes in operating assets and liabilities
Prepaid expenses		(3,500	)		-			(3,500	)
Accounts payable and accrued liabilities		317			(3,500	)		1,817
Net cash used in operating activities		(36,904	)		(21,688	)		(171,886	)

Cash flows from investing activities
Mineral property costs		-			-			(3,500	)
Net cash used in investing activities		-			-			(3,500	)

Cash flows from financing activities
Net advances from related party		7,000			14,000			46,554
Proceeds from note payable		28,500			-			28,500
Proceeds from issuance of common stock		-			-			100,910
Net cash provided by financing activities		35,500			14,000			175,964

Net increase (decrease) in cash		(1,404	)		(7,688	)		578

Cash, beginning of period		1,982			9,670			-

Cash, end of period	$	578		$	1,982		$	578

Supplemental disclosures of cash flow information:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-
Supplemental schedule of non-cash financing activities::
Capital contribution of shareholder loan	$	-		$	-		$	25,554

The accompanying notes are an integral part of these financial statements.
F-5

China Forest Energy Corp.

(An Exploration Stage Company)

Statement of Changes in Stockholders' Deficit

For the period from January 26, 2006 (inception) to April 30, 2011

										Deficit
										Accumulated
					Additional					During the
	Common Stock				Paid-in			Donated		Exploration
	Shares		Amount		Capital			Capital		Stage			Total
Balance, January 26, 2006 (inception)	-	$	-	$	-		$	-	$	-		$	-
Common shares issued for cash at $0.0000011 per share	9,000,000		90		(80	)		-		-			10
Donated rent and services	-		-		-			2,250		-			2,250
Net loss for the period	-		-		-			-		(6,062	)		(6,062	)
Balance, April 30, 2006	9,000,000		90		(80	)		2,250		(6,062	)		(3,802	)
Common shares issued for cash at $0.011101 per share	9,081,000		91		100,809			-		-			100,900
Donated rent and services	-		-		-			9,000		-			9,000
Net loss for the year	-		-		-			-		(66,106	)		(66,106	)
Balance, April 30, 2007	18,081,000		181		100,729			11,250		(72,168	)		39,992
Donated rent and services	-		-		-			9,000		-			9,000
Net loss for the year	-		-		-			-		(39,063	)		(39,063	)
Balance, April 30, 2008	18,081,000		181		100,729			20,250		(111,231	)		9,929
Donated rent and services	-		-		-			9,000		-			9,000
Payable waived by former president	-		-		-			25,554		-			25,554
Net loss for the year	-		-		-			-		(39,813	)		(39,813	)
Balance, April 30, 2009	18,081,000		181		100,729			54,804		(151,044	)		4,670
Donated rent and services	-		-		-			9,000		-			9,000
Net loss for the year	-		-		-			-		(27,188	)		(27,188	)
Balance, April 30, 2010	18,081,000		181		100,729			63,804		(178,232	)		(13,518	)
Donated rent and services	-		-		-			9,000		-			9,000
Imputed interest	-		-		650			-		-			650
Net loss for the year	-		-		-			-		(43,371	)		(43,371	)
Balance, April 30, 2011	18,081,000	$	181	$	101,379		$	72,804	$	(221,603	)	$	(47,239	)

The accompanying notes are an integral part of these financial statements.
F-6

China Forest Energy Corp.

(An Exploration Stage Company)

Notes to Financial Statements

April 30, 2011

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

China Forest Energy Corp. (the “Company”) was incorporated in the State of Nevada on January 26, 2006. During 2011, the Company changed its name from Henix Resources, Inc. to China Forest Energy Corp. The Company is an Exploration Stage Company, as defined by Accounting Standards Codification (“ASC”) 915. The Company’s principal business is the acquisition, exploration and development of mineral properties. On December 16, 2010, the Company filed articles of merger with its wholly-owned subsidiary to change the Company’s name to China Forest Energy Corp.

Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is April 30.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to donated expenses and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Earnings (Loss) Per Share

Basic earnings per share (“EPS”) is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. The Company has no potentially diluted instruments outstanding at April 30, 2011 and 2010

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

F-7

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.

Subsequent Events

The Company has evaluated subsequent events through the filing date of this Form 10-K and has determined that there were no subsequent events to recognize or disclose in these financial statements

Recent Accounting Pronouncements

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant effect on its financial position or results of operations.

NOTE 2 – GOING CONCERN

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. Since inception, the Company has not generated revenues and has not paid any dividends and is unlikely to either pay dividends or generate revenues in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing, the Company’s success in acquiring interests in properties that have economically recoverable reserves, and the attainment of profitable operations. As at April 30, 2011, the Company has a working capital deficit, generated no revenues since inception, and has an accumulated deficit totaling $221,603 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – RELATED PARTY TRANSACTIONS

On September 1, 2008, our former president assigned the right to collect the debt owed by the Company for $25,554 to the current president of the Company. On April 29, 2009, our current president waived the debt owed by the Company totaling $25,554. The Company recognized $25,554 of debt waived as additional paid-in capital during the year ended April 30, 2009.

As of April 30, 2011 and 2010, the Company was indebted to the current president of the Company in the amount of $21,000 and $14,000 respectively, representing cash advances and expenses paid on behalf of the Company. The balances consist of advances that are non-interest bearing, unsecured and due on demand.

During the years ended April 30, 2011 and 2010, the Company recognized $3,000 and $3,000, respectively, for donated rent and $6,000 and $6,000, respectively, for donated services. These amounts were charged to operations and recorded as additional paid-in capital.

F-8

NOTE 4 – NOTES PAYABLE

On December 20, 2010, the Company obtained a loan with a balance totaling $16,565 as of April 30, 2011 from an unrelated party. The loan is non-interest bearing, unsecured and due on demand.

On April 1, 2011, the Company obtained a loan with a balance totaling $4,500 paid for Dean Law Corporation legal fee retainer as of April 30, 2011 from an unrelated party. The loan is non-interest bearing, unsecured and due on demand.

On April 13, 2011, the Company obtained a loan with a balance totaling $4,435 as of April 30, 2011 from an unrelated party. The loan is non-interest bearing, unsecured and due on demand.

On April 30, 2010, the Company obtained a loan with a balance totaling $3,000 paid for W. L. MacDonald Law Corporation as of April 30, 2011 from an unrelated party. The loan is non-interest bearing, unsecured and due on demand.

During the year ended April 30, 2011, the Company recorded imputed interest in the amount of $650 on these non-interest bearing loans.

NOTE 5 – MINERAL PROPERTY COSTS

In January 2006, the Company acquired a 100% interest in a mineral claim located in the Province of British Columbia, Canada for $3,500. The claim was registered in the name of the former president of the Company, who had executed a trust agreement whereby our former president agreed to hold the claim in trust on behalf of the Company. The cost of the mineral property was initially capitalized. During the year ended April 30, 2009, the management of the Company decided not to ask our former president to renew the claim on the property when expired on January 30, 2009 as it had determined there were no proven or probable reserves on the property. As of April 30, 2011, the Company had fully impaired the cost of the mineral claim.

NOTE 6 – COMMON STOCK

Effective December 16, 2010, the Company filed articles of merger with its wholly-owned subsidiary to change the Company’s name to China Forest Energy Corp. and filed a certificate of change with the Nevada Secretary of State to give effect to a forward split of the Company’s authorized and issued and outstanding shares of common stock on a nine (9) new for one (1) old basis. Upon effect of the forward stock split, the authorized capital increased from 100,000,000 to 900,000,000 shares of common stock and, correspondingly, the issued and outstanding increased from 2,009,000 to 18,081,000 shares of common stock, with a par value of $0.00001. The Company’s preferred stock was unaffected as a result of the forward split. The Company’s financial statements have been retroactively restated to incorporate the effect of the forward split.

On January 12, 2011, the Company enter into share exchange agreement with Zhejiang Forest Bamboo Tec Co., Ltd. a People’s Republic of China corporation and Forest Energy Co., Ltd., a British Virgin Islands corporation. Forest Energy Co., Ltd. is the registered and beneficial owner of all of the issued and outstanding common shares in the capital of Sinoport Enterprises Limited, a British Virgin Islands corporation (“Sinoport”). Sinoport is the sole owner of all share capital of USCNHK Group Limited, a Hong Kong corporation, (“USCNHK”), and USCNHK is the owner of 95%, or 76,000,000 shares, of the share capital of Zhejiang Forest Bamboo Tec Co., Ltd. The Company has agreed to issue 15,919,000 common shares to the Forest Energy Co., Ltd.’s shareholder as consideration for the purchase 50,000 common share of Zhejiang Forest Bamboo Tec Co., Ltd. Upon closing of the share exchange, Yongfu Zhu, one of the Company’s current officers and directors, will cancel 9,000,000 shares of the Company’s common stock held in his name and the Company will have no more than 25,000,000 shares of common stock issued and outstanding. As of August 4, 2011, this share exchange agreement has not been closed because the parties involved are still negotiating the terms.

F-9

NOTE 7 – INCOME TAXES

The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. In assessing the recoverability of deferred tax assets, we determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. A full valuation allowance against our deferred tax asset was recognized at April 30, 2011 and 2010 due to our uncertainty as to the utilization of the deferred tax asset in the foreseeable future. The net change in the total valuation allowance for the years ended April 30, 2011 and 2010 was an increase of approximately $13,800 and $9,000, respectively. At April 30, 2011, for federal income tax and alternative minimum tax reporting purposes, the Company had approximately $220,000 of unused net operating losses available for carryforward to future years. The benefit from the net operating loss carryforwards will begin to expire in the year 2026 through 2031.

At April 30, 2011 and 2010, the net deferred tax asset consisted of the following:

		2011			2010

Deferred tax asset:
Net operating loss carryforwards	$	74,800		$	61,000
Less: valuation allowance		(74,800	)		(61,000	)

Net deferred tax asset	$	-		$	-

Our effective tax rate applicable to continuing operations is as follows:

	Year Ended
	April 30,	April 30,
	2011	2010
Expected tax rate	(34)%	(34)%
Change in valuation allowance	34%	34%
Income tax provision (benefit)	-%	-%

F-10

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. Our financial statements for the period from inception to April 30, 2011, included in this report have been audited by GBH CPAs, PC at 6002 Rogerdale, Suite 500, Houston, Texas 77072 United States of America, as set forth in this annual report.

ITEM 9A.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were not effective as of the end of the period covered by this report due to the material weaknesses described in Management's Report on Internal Control over Financial Reporting below.

Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control

There have been no changes in our internal control over financial reporting during the year ended April 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting

CEO and CFO Certifications

Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of April 30, 2011 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of April 30, 2011, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

1. We do not employ an Audit Committee – While not being legally obligated to have an audit committee, it is management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, consisting of two members, one who is not independent of management as he is the sole officer and the other member lacks sufficient financial expertise for overseeing financial reporting responsibilities.

2. Dual signatures of cheques – we only have one cheque signing authority. Management feels that the lack of dual signatures on cheques can increase the likelihood of misappropriation of assets given the fact that there is only one person with signing authority.

3. We did not maintain proper segregation of duties for the preparation of our financial statements –As of April 30, 2011 the majority of the preparation of financial statements was carried out by one person. In addition, the Company currently only has one officer and director having oversight on all transactions. This has resulted in several deficiencies including:

a) Significant, non-standard journal entries were prepared and approved by the same person, without being checked or approved by any other personnel within the Company. In addition, approval of significant transactions was not documented as approved by the Company’s Board of Directors.

b) Lack of control over preparation of financial statements and proper application of accounting policies.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of April 30, 2011 based on criteria established in Internal Control—Integrated Framework issued by COSO.

GBH, CPAs, PC, an independent registered public accounting firm, was not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of April 30, 2011.

Continuing Remediation Efforts to address deficiencies in Company’s Internal Control over Financial Reporting

The Company is currently engaged in the review, documentation and remediation of its disclosure controls and procedures. Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:

1.	Our Board of Directors will nominate an audit committee and audit committee financial expert.

2.	We will appoint additional personnel to assist with the preparation of the Company’s financial statements; which will allow for proper segregation of duties, as well as additional manpower for proper documentation.

3.	Our Board of Directors will appoint a member of management to act as the secondary authorized signatory on the Company’s bank account; to decrease the likelihood of misappropriation of the Company’s assets.

4.	We will establish policies to ensure that all significant transactions resulting in non-standard journal entries are reviewed and approved by the Company’s Board of Directors and that approval be documented in the Company’s corporate records.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Officers and Directors

Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.

The name, address, age and position of our sole officer and director is set forth below:

Name and Address	Age	Position(s)
Zhengyu Wang	42	president, principal executive officer, the chairman of the board of directors and member of the board of directors
Yongfu Zhu	42	treasurer, secretary, principal financial officer, principal accounting officer and member of the board of directors

Mr. Wang and Mr. Zhu will serve until our next annual meeting of the stockholders. The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors.

Background of Officers and Directors

Zhengyu Wang, President

On January 6, 2011, Mr. Zhengyu Wang was appointed president, principal executive officer and the Chairman of the board of directors. Since January 1998, Mr. Wang has been Chairman of Forest Group Co., Ltd., a parent company of China Forest Bamboo Tec Co., Ltd. Since October 2002, Mr. Wang has been Chairman of the Board and CEO of China Forest Bamboo Tec Co., Ltd. His responsibilities include overseeing day-to-day operations of Zhejiang Forest Bamboo Tec Co., Ltd., a company that produces and distributes carbonized bamboo for a variety of purposes. Mr. Wang is a graduate of Zhejiang University (formerly known as Hangzhou University) in Hangzhou, Zhejiang Province, graduating with a degree in Biology in July 1990. Mr. Wang earned an Executive MBA from Fudan University in Shanghai in June 2005.

Yongfu Zhu, President

On September 5, 2008, Mr. Yongfu Zhu was appointed president, principal executive officer, treasurer, principal financial officer, principal accounting officer and secretary. Since August 2004, Mr. Zhu has been director, president and chief executive officer of APEX Pacific International Investments Limited, a BVI company. Apex is engaged in the business of international investments. Since September 1998, Mr. Zhu has been an education consultant and instructor for Xinjian Middle School located in Zhejiang, China. On January 6, 2011, Mr. Yongfu Zhu resignation as Company’s President and CEO, Mr. Zhu will remain as Company’s director, CFO, Treasurer and Secretary.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past ten years:

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

2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. Such person was the 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, or otherwise limiting, the following activities:

	i.	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

	ii.	Engaging in any type of business practice; or

	iii.	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;

4. Such person was the 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 of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

5. Such person was 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;

6. Such person was 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;

7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

	i.	Any Federal or State securities or commodities law or regulation; or

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

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

8. Such person was 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.

Committees of the Board

All proceedings of our board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the state of Nevada and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Audit Committee and Charter

Currently our audit committee consists of our entire board of directors. We have determined that we do not have a member of the audit committee in the capacity as an independent director.

Our board of directors, acting as our audit committee, is governed by an Audit Committee Charter adopted by our board of directors.

Nominating Committee and Charter

We currently do not have nominating committee or other committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that none of the members of our audit committee qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or committees performing similar functions nor do we have a written nominating, compensation. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter. The disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended April 30, 2011, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:

Name	Number of Late Reports	Number of Transactions Not Reported on a Timely Basis	Failure to File Required Forms
Zhengyu Wang	1⁽¹⁾	1	N/A
Yongfu Zhu	1⁽¹⁾	1	N/A

(1)	The director or officer was late filing a Form 3, Initial Statement of Beneficial Ownership.

ITEM 11.

EXECUTIVE COMPENSATION

The particulars of the compensation paid to the following persons:

	º	our principal executive officer;

	º	each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended April 30, 2011 and 2010; and

	º	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended April 30, 2011 and 2010,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed US$100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa- tion ($)	Total ($)
Zhengyu Wang⁽¹⁾ President, Chief Executive Officer, Chairman and Director	2011 2010	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A
Yongfu Zhu⁽²⁾ Chief Financial Officer, Treasurer, Secretary and Director and Former President, and Chief Executive Officer	2011 2010	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

(1)	Mr. Wang was appointed president, chief executive officer and director of our company on January 6, 2011.
(2)	Mr. Zhu was appointed president, chief executive officer, chief financial officer, treasurer, secretary and director on September 5, 2008 and resigned from his position as president and chief executive officer on January 6, 2011.

Other than as set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

Stock Option Plan

To date, we have not adopted a stock option plan.

2011 Grants of Plan-Based Awards

There were no equity or non-equity awards granted to the named executives in 2011.

Outstanding Equity Awards at Fiscal Year End

There were no outstanding equity awards as at April 30, 2011.

Option Exercises and Stock Vested

During our fiscal year ended April 30, 2011, there were no options exercised by our named officers.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Family Relationships

There are no family relationships between any of our executive officers or directors.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of July 29, 2011, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class⁽¹⁾
Zhengyu Wang #41 Huangcheng Road Xinjian Township Jinyun County Zhejiang, P.R. China	Nil	0%
Yongfu Zhu #41 Huangcheng Road Xinjian Township Jinyun County Zhejiang, P.R. China	9,810,000	54.25%
Directors and Officers as a Group		54.25%

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 29, 2011. As of July 29, 2011, there were 18,081,000 shares of our company’s common stock issued and outstanding.

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We currently act with two directors, consisting of Zhengyu Wang and Yongfu Zhu.

We have determined that we do not have independent directors, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.

Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

Our board of directors has determined that none of our directors qualify as an “audit committee financial expert” as defined in as defined in Item 407(d)(5)(ii) of Regulation S-K.

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

2011	$ 0	Kempisty & Company CPA, P.C.
2010	$ 3,000	Kempisty & Company CPA, P.C.
2011	$ 5,000	GBH CPAs, PC
2010	$ 6,500	GBH CPAs, PC

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

2011	$ 0	Kempisty & Company CPA, P.C.
2010	$ 0	Kempisty & Company CPA, P.C.
2011	$ 0	GBH CPAs, PC
2010	$ 0	GBH CPAs, PC

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

2011	$ 0	Kempisty & Company CPA, P.C.
2010	$ 0	Kempisty & Company CPA, P.C.
2011	$ 0	GBH CPAs, PC
2010	$ 0	GBH CPAs, PC

(4) All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

2011	$ 0	Kempisty & Company CPA, P.C.
2010	$ 0	Kempisty & Company CPA, P.C.
2011	$ 0	GBH CPAs, PC
2010	$ 0	GBH CPAs, PC

(5) Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6) The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibit	Description
No.
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form SB-2 filed on August 17, 2006)
3.2	Bylaws (incorporated by reference to our Registration Statement on Form SB-2 filed on August 17, 2006)
3.3	Articles of Merger (incorporated by reference to our Current Report on Form 8-K filed on December 23, 2010)
3.4	Certificate of Change (incorporated by reference to our Current Report on Form 8- K filed on December 23, 2010)
(10)	Material Contracts
10.1	Share Exchange Agreement dated January 12, 2011 (incorporated by reference to our Current Report on Form 8-K filed on January 18, 2011)
(14)	Code of Ethics
14.1	Code of Ethics (incorporated by reference to our Annual Report on Form 10-KSB filed on July 30, 2007)
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of principal executive officer.
31.2*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of principal financial officer.

(32)	Section 1350 Certifications
32.1*	Section 906 Certifications under Sarbanes-Oxley Act of 2002 of principal executive officer.
32.2*	Section 906 Certifications under Sarbanes-Oxley Act of 2002 of principal financial officer.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		CHINA FOREST ENERGY CORP.
		(Registrant)

Dated: August 4, 2011		/s/ Zhengyu Wang
		Zhengyu Wang
		President, Chief Executive Officer and
		Director
		(Principal Executive Officer)

Dated: August 4, 2011		/s/ Yongfu Zhu
		Yongfu Zhu
		Treasurer, Secretary and Director
		(Principal Financial Officer and Principal
		Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: August 4, 2011		/s/ Zhengyu Wang
		Zhengyu Wang
		President, Chief Executive Officer and
		Director
		(Principal Executive Officer)


Dated: August 4, 2011		/s/ Yongfu Zhu
		Yongfu Zhu
		Treasurer, Secretary and Director
		(Principal Financial Officer and Principal
		Accounting Officer)

Attached files

Stock widget

Investing forum

Neologic Animation Inc Reports