ANHUI TAIYANG POULTRY CO INC - FORM 10-Q/A

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EX-32.01 - ANHUI TAIYANG POULTRY CO INC	ex32_01.htm
EX-31.02 - ANHUI TAIYANG POULTRY CO INC	ex31_02.htm
EX-31.01 - ANHUI TAIYANG POULTRY CO INC	ex31_01.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

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

For the Quarterly Period Ended March 31, 2011

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

For the Transition Period from _________ to _________

Commission file number: 000-53491

ANHUI TAIYANG POULTRY CO., INC.
(Exact name of registrant as specified in its charter)

Delaware		65-0918608
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

No. 88, Eastern Outer Ring Road

Ningguo City, Anhui Province, 242300

People’s Republic of China

(Address of principal executive offices) (zip code)

(+86) 0563-430-9999

Registrant’s telephone number, including area code:

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

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

	Large accelerated filer o	Accelerated filer o
	Non-accelerated filer o	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 Exchange Act).

Yes o No x

As of May 13, 2011, there were 10,440,033 shares of registrant’s common stock outstanding.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 on Form 10-Q/A (the “Amended Filing”) to the Quarterly Report on Form 10-Q for the period ended March 31, 2011 (the “Original Filing”) of Anhui Taiyang Poultry Co., Inc. (the “Company”), filed with the Securities and Exchange Commission on May 16, 2011, is to amend and restate the consolidated financial statements and related disclosures for the fiscal quarter ended March 31, 2011, reflecting the following:

	a)	The Company incorrectly applied the provisions of ASC Topic 805-40, “Reverse Acquisitions” with respect to the following: (i) the combination, elimination, and restatement of the shareholders’ equity section of the Company’s balance sheet and the related statement of shareholders’ equity were not appropriately applied as of November 10, 2010, and (ii) previously, the Company had reflected the operating results and financial positions of the Parent in periods prior to the Reverse Merger Transaction, whereas such results should not be reflected since Parent is the accounting acquiree;

	b)	The Company recognizes discounts against certain bank loan instruments that do not bear interest and have a stated maturity date. The Company previously recognized these discounts as interest income on the statement of operations. The discounts, amounting to $42,785 in the year ended December 31, 2008 and $42,061 in the year ended December 31, 2010, were reclassified from interest income to additional paid-in capital in prior periods to reflect the appropriate accounting;

	c)	The Company has restated its financial results for the year ended December 31, 2010, to record $165,431 to reflect the fair value of 988 ordinary shares of Dynamic Ally that were issued to holders of convertible loans issued in March 2010 (see note 14(c)) that should have been recorded as interest expense in the fourth fiscal quarter of 2010. The balances of additional paid in capital and unappropriated retained earnings as of March 31, 2011 and December 31, 2011 have been adjusted accordingly;

	d)	Liquidated damages in the amount of $562,746 related to the November 2010 financing should have been accrued as a contingent liability in the year ended December 31, 2010. The Company has adjusted the December 31, 2010 appropriated retained earnings and accrued liabilities to reflect this adjustment, and also removed $241,227 of liquidated damages accrual that was charged to interest expense in the three months ended March 31, 2011;

	e)	The Company has restated its financial results for the year ended December 31, 2010, to record additional income tax expense of $198,631 resulting from termination of operating agreements between Ninnguo and Dynamic Ally. The balances of income tax payable and unappropriated retained earnings as of June 30, 2011 and December 31, 2011 have been adjusted accordingly;

	f)	The Company has reclassified $13,380 in the three months ended March 31, 2010 from general and administrative expense to interest expense to properly reflect the amortization of a discount on convertible loans entered into in March 2010; and

	g)	The Company has determined that there were additional deficiencies in its internal control over financial reporting that constitutes a material weakness, as discussed in Part I — Item 4 of the Amended Filing as a result of the above. A material weakness in internal control over financial reporting is defined in Section 210.1-02(4) of Regulation S-X as 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 annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

For the convenience of the reader, this Amended Filing sets forth the Original Filing as modified and superseded where necessary to reflect the restatement. The following items have been amended as a result of, and to reflect, the restatement:

	●	Part I — Item 1. Consolidated Financial Statements;

	●	Part I — Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations; and

	●	Part I — Item 4. Controls and Procedures.

In accordance with applicable SEC rules, this Amended Filing includes certifications from our Chief Executive Officer and Chief Financial Officer dated as of the date of this filing.

Except for the items noted above, no other information included in the Original Filing is being amended by this Amended Filing. The Amended Filing continues to speak as of the date of the Original Filing and we have not updated the filing to reflect events occurring subsequently to the Original Filing date other than those associated with the restatement of the Company’s consolidated financial statements. Accordingly, this Amended Filing should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Filing.

ANHUI TAIYANG POULTRY CO., INC.

INDEX

PART I.	FINANCIAL INFORMATION

	ITEM 1	Financial Statements
		Consolidated balance sheets as of March 31, 2011 (unaudited) and December 31, 2010	5

		Consolidated statements of operations and comprehensive income for the three months ended March 31, 2011 and 2010	6

		Consolidated statements of cash flows for the three months ended March 31, 2011 and 2010	7

		Consolidated statement of shareholders equity	8

		Notes to financial statements (unaudited)	9-52

	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	53-59

	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	59

	ITEM 4.	Controls and Procedures	59-60

PART II.	OTHER INFORMATION

	ITEM 1.	Legal Proceedings	61
	ITEM 1A.	Risk Factors	61
	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61
	ITEM 3.	Defaults Upon Senior Securities	61
	ITEM 4.	(Reserved)	61
	ITEM 5.	Other Information	61
	ITEM 6.	Exhibits	61

	SIGNATURES

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc., see note 1(a))

Interim Consolidated Balance Sheets

(Expressed in United States Dollars)

(Restated, see Note 24)

	March 31,		December 31,
	2011		2010
	(unaudited)		(audited)
ASSETS
Current assets
Cash and cash equivalents	$	1,846,935	$	1,930,319
Trade accounts receivable, net (note 3)		5,239,202		5,348,650
Loans receivable (note 4)		4,845,348		4,268,057
Inventories, net (note 5)		3,457,450		1,762,709
Prepaid and other current assets (note 6)		2,481,665		1,140,234
Proceeds receivable from sale of fertilizer plant (note 22(b))		916,017		889,174
Due from related parties (note 7)		559,316		—
Total current assets		19,345,933		15,339,143

Construction in progress (note 8)		5,292,833		5,634,476
Property, plant and equipment, net (note 8)		20,567,502		20,495,162
Land use rights (note 9)		10,755,670		10,660,988
Other long term assets (note 10)		2,631,242		1,808,384
Total assets	$	58,593,180	$	53,938,153

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Trade accounts payable and accrued expenses (note 11)	$	3,791,715	$	3,413,393
Income tax payable (note 20)		1,082,903		703,098
Derivative financial instruments (note 12)		893,769		1,480,261
Other accounts payable (note 13)		4,732,054		4,542,855
Due to related parties (note 7)		—		30,249
Loans payable, current portion (note 14)		9,465,504		7,864,727
Total current liabilities		19,965,945		18,034,583

Loans payable, long term portion (note 14)		11,124,305		11,016,050
Total liabilities		31,090,250		29,050,633
Commitments and contingencies (note 22)
Subsequent events (note 25)

Stockholders’ equity
Common stock, par value $0.001, 75,000,000 shares authorized, 10,440,033 and 9,865,033 shares issued and outstanding as of March 31, 2011 and December 31, 2010, respectively (note 16)		10,440		9,865
Additional paid-in capital		12,914,779		12,219,355
Appropriated retained earnings (note 21)		1,353,912		1,353,912
Unappropriated retained earnings		11,841,356		10,154,034
Cumulative translation adjustment		1,382,443		1,150,354
Total equity		27,502,930		24,887,520

Total liabilities and stockholders’ equity	$	58,593,180	$	53,938,153

The accompanying notes form an integral part of these consolidated financial statements.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc., see note 1(a))

Interim Consolidated Statements of Operations and Comprehensive Income

(Expressed in United States Dollars)

(Unaudited)

(Restated, see Note 24)

	Three months ended March 31,
	2011			2010

Revenues (notes 4 and 19(b))	$	5,514,850		$	7,685,202
Cost of goods sold (note 7)		3,184,372			6,175,518

Gross Profit		2,330,478			1,509,684

Sales and marketing expenses		6,837			10,200
General and administrative expenses		1,058,454			666,222

Operating profit		1,265,187			833,262

Gain on change in fair value of derivative financial instruments (note 12)		909,993			—
Other income (note 18)		174,013			—
Subsidy income (note 15)		46,187			35,015
Interest expense, net (note 17)		(328,253	)		(396,545	)

Income before income taxes		2,067,127			471,732
Income tax expense (note 20)		379,805			—

Net income	$	1,687,322		$	471,732

Comprehensive income:
Net income	$	1,687,322		$	471,732
Foreign currency translation adjustment		232,089			2,390

Comprehensive income	$	1,919,411		$	474,122

Earnings per share:
Basic and diluted (note 16)	$	0.17		$	0.07

Weighted average number of common shares outstanding:
Basic and diluted (note 16)		9,902,088			6,577,551

The accompanying notes form an integral part of these consolidated financial statements.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc., see note 1(a))

Interim Consolidated Statements of Cash Flows

(Expressed in United States Dollars)

(Unaudited)

(Restated, see Note 24)

	Three months ended March 31,
	2011			2010
Cash provided (used for):
Operating activities:
Net income for the period	$	1,687,322		$	471,732
Items not affecting cash:
Depreciation and amortization		364,598			238,845
Amortization of debt discount		4,473			15,338
Imputed interest expense		—			8,657
Gain on change in fair value of derivative		(909,993	)		—
Changes in non-cash working capital:
Trade accounts receivable		159,315			(1,891,966	)
Inventories		(1,672,723	)		(749,484	)
Prepaid and other current assets		(1,327,549	)		(137,247	)
Due from related parties		(557,512	)		137,621
Trade accounts payable and accrued expenses		637,105			(1,230,964	)
Income tax payable		379,805			—
Due to related parties		(30,435	)		—
Net cash provided by (used in) operating activities		(1,265,594	)		(3,137,468	)

Investing activities:
Cash proceeds from sale of fertilizer plant		(18,407	)		—
Deposits against equipment and land use rights		(454,766	)		(1,460,579	)
Capitalized interest expense		(77,355	)		(63,309	)
Purchase of property and equipment		(399,820	)		(472,828	)
Net cash used in investing activities		(950,348	)		(1,996,716	)

Financing activities:
Repayments received (net of advances made) pursuant to loans receivable		(535,354	)		788,780
Advances received (net of repayments made) pursuant to loans payable		145,934			1,347,228
Borrowings under bank loans payable		6,056,640			4,498,583
Repayments under bank loans payable		(4,534,871	)		(2,307,715	)
Borrowing under convertible loans payable		—			555,000
Capital investment, net of offering costs of $130,500 in 2011 and $Nil in 2010		1,019,500			—
Net cash provided by financing activities		2,151,849			4,881,876

Effect of exchange rate difference on cash and cash equivalents		(19,291	)		(1,567	)

Net increase in cash and cash equivalents		(83,384	)		(253,875	)

Cash and cash equivalents, beginning of period		1,930,319			605,392

Cash and cash equivalents, end of period	$	1,846,935		$	351,517

Supplementary information:
Interest and finance charges paid	$	724,402		$	427,265
Fair value of shares allocated to warrant derivative at financing inception		323,501			—

The accompanying notes form an integral part of these consolidated financial statements.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc., see note 1(a))

Interim Consolidated Statements of Shareholders’ Equity

(Expressed in United States Dollars)

(Restated, see Note 24)

					Additional		Appropriated		Unappropriated		Cumulative		Total
	Common stock				Paid-in		Retained		Retained		Translation		Shareholders’
	Shares		Amount		Capital		Earnings		Earnings		Adjustment		Equity

Balance as at December 31, 2010 (audited)		9,865,033	$	9,865	$	12,219,355	$	1,353,912	$	10,154,034	$	1,150,354	$	24,887,520
Capital contribution (notes 1(a) and 12)		575,000		575		695,424		—		—		—		695,999

Net income for the year		—		—		—		—		1,687,322		—		1,687,322

Foreign currency translation adjustment for the year		—		—		—		—		—		232,089		232,089

Balance as at March 31, 2011 (unaudited)		10,440,033	$	10,440	$	12,914,779	$	1,353,912	$	11,841,356	$	1,382,443	$	27,502,930

The accompanying notes form an integral part of these consolidated financial statements.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

1.	Nature of Business Operations:

(a)	Business

	The financial statements presented herein reflect the consolidated financial results as at March 31, 2011 and for the three months ended March 31, 2011 and 2010 of Anhui Taiyang Poultry Co., Inc. (“Parent” or the “Company”), its wholly owned subsidiaries Dynamic Ally Ltd. (“Dynamic Ally”) and Ningguo Taiyang Incubation Plant Co., Ltd. (“Ningguo”), and Anhui Taiyang Poultry Co., Ltd. (“Taiyang”), a variable interest entity controlled by the Company as a result of the agreements described below. All significant intercompany transactions and balances have been eliminated upon consolidation.

	The Company was incorporated in the State of Delaware on April 7, 1999. Prior to January 20, 2011, the Company was called The Parkview Group, Inc. (“Parkview”). From inception through November 2010, the Company was in the business of providing management consulting services to corporate clients.

	On November 10, 2010 (the “Closing Date” and the closing of the reverse merger transaction, the “Closing”), the Company executed and consummated a share exchange agreement by and among Dynamic Ally and the stockholders of 100% of Dynamic Ally’s common stock (the “Dynamic Ally Shareholders”), on the one hand, and the Company and certain holders of the Company’s issued and outstanding common stock (the “Representative Shareholders”) on the other hand (the “Share Exchange Agreement” and the transaction, the “Reverse Merger Transaction”).

	In the Reverse Merger Transaction, Dynamic Ally’s shareholders exchanged all 10,000 issued and outstanding shares of Dynamic Ally for 6,577,551 newly issued shares of common stock of the Company. The exchange ratio used in the Reverse Merger Transaction was one share of Dynamic Ally for every 657.7551 shares of the Company. Upon completion of the Reverse Merger Transaction, Dynamic Ally became the Company’s wholly-owned subsidiary.

	Dynamic Ally owns 100% of Ningguo, which is a wholly foreign owned enterprise (“WFOE”) under the laws of the People’s Republic of China (“China” or the “PRC”). On May 26, 2010, Ningguo entered into a series of contractual agreements with Taiyang, which effectively give Ningguo control over the operations of Taiyang. The agreements include (i) a Consulting Services Agreement whereby Ninnguo has the exclusive right to provide to Taiyang general services related to the current and proposed operations of Taiyang’s business, (ii) an Operating Agreement whereby Ninnguo provides guidance and instructions on Taiyang’s daily operations, financial management and employment issues, (iii) an Equity Pledge Agreement whereby the Taiyang shareholders pledged all of their equity interests in Taiyang to Ninnguo to guarantee Taiyang’s performance of its obligations under the Consulting Services Agreement, (iv) an Option Agreement, whereby the Taiyang shareholders irrevocably granted Ninnguo or its designated person an exclusive option to purchase, to the extent permitted under Chinese law, all or part of the equity interests in Taiyang for the cost of the initial contributions to the registered capital, which is the amount of capital registered with the PRC government (“Registered Capital”) or the minimum amount of consideration permitted by applicable Chinese law, and (v) a Voting Rights Proxy Agreement, whereby Taiyang shareholders agreed to entrust all the rights to exercise their voting power to designee(s) of Ninnguo.

	Chinese laws and regulations concerning the validity of the contractual arrangements are uncertain, as many of these laws and regulations are relatively new and may be subject to change, and their official interpretation and enforcement by the Chinese government involves substantial uncertainty. Additionally, the contractual arrangement may not be as effective in providing control over Taiyang as direct ownership, which the Company is restricted from under current Chinese law. Due to such uncertainty, the Company may take such additional steps in the future as may be permitted by the then applicable laws and regulations in China to further strengthen its control over or toward actual ownership of Taiyang or its assets or business operations, which could include direct ownership of selected assets without jeopardizing any favorable government policies toward domestic owned enterprises. Because the Company relies on Taiyang for its revenue, any termination of or disruption to the contractual arrangement would detrimentally affect its business and financial condition.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

1.	Nature of Business Operations (continued):

	(a)	Business (continued)

		Other than the interests in the contractual arrangements, none of the Company, Dynamic Ally, nor Ningguo owns any equity interests in Taiyang. As a result of these contractual arrangements, which obligates Ningguo to absorb a majority of the risk of loss from Taiyang’s activities and enable Ningguo to receive a majority of its expected residual returns, Taiyang is a Variable Interest Entity (“VIE”), because the owners of Taiyang do not have the characteristics of a controlling financial interest and the Company should be considered the primary beneficiary of Taiyang. Accordingly, the Company consolidates Taiyang’s results, assets and liabilities in the accompanying consolidated financial statements.

		Upon the completion of the Reverse Merger Transaction on November 10, 2010, the Company owned 100% of Dynamic Ally, which owned 100% of Ningguo, which controlled the operations of Taiyang through contractual arrangements. For financial reporting purposes, Reverse Merger Transaction is classified as a recapitalization of Dynamic Ally and the historical financial statements of Dynamic Ally, which are comprised principally of the operations of Taiyang, are reported as the Company’s historical financial statements.

		Taiyang is a limited liability company organized in the PRC in June 1996. Taiyang holds the government licenses and approvals necessary to operate the duck farming and processing businesses in China.

		As a result of the Reverse Merger Transaction, the Company acquired 100% of the capital stock of Dynamic Ally and consequently, control of the business and operations of Dynamic Ally, Ningguo, and Taiyang. Prior to the Reverse Merger Transaction, the Company was a public reporting company in the development stage. From and after the Closing Date of the Share Exchange Agreement, the Company’s primary operations consist of the business and operations of Taiyang, which are conducted in China, and controlled through contractual arrangements described herein.

		Effective January 20, 2011, the Company changed its name from “The Parkview Group, Inc.” to “Anhui Taiyang Poultry Co., Inc.”

		The Company, through its VIE arrangement with Taiyang, raises, processes and markets ducks and duck related food products through three business lines:

		●	Breeding Unit – breeds, hatches, and cultivates ducklings for resale and for processing by the Food Unit

		●	Feed Unit – produces duck feed for internal use and external sale

		●	Food Unit – processes ducklings into frozen raw food product for commercial resale.

		On March 1, 2010, the Company issued unsecured debentures in the aggregate principal amount of $650,000 to 11 investors. The Company received net proceeds of $555,000, which were designated to pay legal, accounting, and other costs associated with the Reverse Merger Transaction and related financing. The debentures bore interest at a rate of 15% per annum, and matured on September 30, 2010. The debentures were convertible, at the sole option of the holder, into shares of the Company at a price equal to a 25% discount to the price of any new financing. Each debenture holder was also to receive the equivalent of one share of the public entity for each dollar invested in the debenture. On November 10, 2010, in connection with the closing of the Reverse Merger Transaction, the notes were satisfied in full as follows: (i) principal in the amount of $549,984 was converted at the option of certain of the holders into 366,656 shares of common stock of the Company, (ii) principal in the amount of $100,016 was repaid in cash, and (iii) interest of $72,493 was paid in cash. The Company also issued 650,000 additional shares of common stock to the holders as prescribed by the debentures (see note 14(c)).

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

1.	Nature of Business Operations (continued):

	(a)	Business (continued)

		In connection with the consummation of the Reverse Merger Transaction, on November 10, 2010, the Company consummated a financing (the “First Financing”) for the sale of units (the “Units”) consisting of (i) four (4) shares of common stock and (ii) a warrant to purchase one (1) share of common stock at an exercise price of $4.00. Each Unit was priced at $8.00. Gross cash proceeds were $4,450,072, and the Company issued 2,225,036 shares of common stock and 556,259 warrants. The Company also exchanged $549,984 in previously issued debentures that were converted into Units at a price of $6.00 per Unit, for a total of 366,656 shares of common stock and 91,664 warrants. On November 16, 2010, the Company sold additional Units for gross cash proceeds of $657,400 pursuant to the same offering, and issued 328,700 shares and 82,175 warrants. In connection with the First Financing, the Company also issued 226,298 placement agent warrants with an exercise price of $4.00.

		On March 7 and March 17, 2011, the Company completed an additional sale of an aggregate 575,000 shares of common stock to eight investors at a price of $2.00 per share for gross cash proceeds of $1,150,000. In connection this financing, the Company also issued to the investors warrants to purchase 143,750 shares of common stock at an exercise price of $4.00 per share and a contractual term of three years, as well as 46,000 placement agent warrants with an exercise price of $4.00 and a contractual term of five years (see notes 12 and 16(e)).

	(b)	Accounting Standards Codification

		In June 2009, the Financial Accounting Standards Board (“FASB”) issued a statement establishing the FASB Accounting Standards Codification (the “FASB ASC” or the “Codification”). Effective for interim and annual periods ended after September 15, 2009, the Codification became the source of authoritative U.S. generally accepted accounting principles (“US GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the United States Securities and Exchange Commission (the “SEC”) under authority of federal securities laws are also sources of authoritative US GAAP for SEC registrants. This statement did not change existing US GAAP, and as such, did not have an impact on the financial statements. Where applicable, the Company has updated its references to US GAAP, in order to reflect the Codification.

2.	Significant accounting policies:

	(a)	Basis of presentation:

		The Company’s unaudited interim consolidated financial statements have been prepared in conformity with US GAAP and applicable provisions of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting using the same accounting principles that were used in the preparation of the company’s annual report on Form 10-K for the year ended December 31, 2010. The results of operations for the three months ended March 31, 2011 are not necessarily indicative of the results to be reported for the full year. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K. The consolidated balance sheet as of December 31, 2010, included herein, was derived from the audited consolidated financial statements as of that date.

		Subsidiaries are entities controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. These financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of Parent and its wholly owned subsidiaries Dynamic Ally and Ningguo, as well as the accounts of Taiyang, the VIE controlled through the contractual arrangements described in note 1(a).

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

2.	Significant accounting policies (continued):

	(a)	Basis of presentation (continued):

		Immediately prior to the Reverse Merger Transaction, Taiyang, Ningguo, and Dynamic Ally were deemed to be under common control. Accordingly, the combination of these entities has been accounted for as a reorganization of entities under common control, whereby the acquirer recognized the assets and liabilities of each subsidiary transferred at their carrying amounts, similar to the pooling of interest method with carry over basis. The reorganization of entities under common control was retrospectively applied to the financial statements of all prior periods when the financial statements are issued for a period that includes the date the transaction occurred.

		The acquisition of Dynamic Ally by the Company was accounted for as a reverse merger, whereby Dynamic Ally is the continuing entity for financial reporting purposes and is deemed, for accounting purposes, to be the acquirer of the Company. In accordance with the applicable accounting guidance for accounting for the business combination as a reverse merger, Dynamic Ally is deemed to have undergone a recapitalization, whereby Dynamic Ally is deemed to have issued equity to the Company’s common stock holders. Accordingly, although the Company, as Dynamic Ally’s legal parent company, was deemed to have legally acquired Dynamic Ally, in accordance with the applicable accounting guidance for accounting for the transaction as a reverse merger and recapitalization, Dynamic Ally is the surviving entity for accounting purposes and its assets and liabilities are recorded at their historical carrying amounts with no goodwill or other intangible assets recorded as a result of the accounting merger with the Company.

		All intercompany balances and transactions have been eliminated upon consolidation. The three operating entities of Taiyang all reside within the same legal entity, and are evaluated as separate units for management’s internal purposes.

		The basis of accounting differs in certain material respects from that used for the preparation of the books and records of the Company, which are prepared in accordance with accounting principles and relevant financial regulations applicable to limited liability enterprises established in the PRC (“PRC GAAP”), the accounting standard used in the place of its domicile.

	(b)	Use of estimates:

		The preparation of financial statements in conformity with US GAAP requires management at the date of the financial statements 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. Significant areas requiring the use of estimates include estimating allowance for doubtful accounts, estimating the net realizable value of inventory, the future cash flows for assessing the net recoverable amount of long-lived assets, accrued liabilities, accrued completion of construction in progress projects, and inputs to estimate the fair value of equity transactions. Actual results may differ from those estimates.

	(c)	Risks of doing business in China:

		The Company is subject to the consideration and risks of operating in the PRC. These include risks associated with the political and economic environment, foreign currency exchange and the legal system in China.

		The economy of China differs significantly from the economies of the “western” industrialized nations in such respects as structure, level of development, gross national product, growth rate, capital reinvestment, resource allocation, self-sufficiency, rate of inflation and balance of payments position, among others. Only recently has the China government encouraged substantial private economic activities. The Chinese economy has experienced significant growth in the past several years, but such growth has been uneven among various sectors of the economy and geographic regions. Actions by the PRC government to control inflation have significantly restrained economic expansion in the recent past.

		Similar actions by the PRC government in the future could have a significant adverse effect on economic conditions in China.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

2.	Significant accounting policies (continued):

	(c)	Risks of doing business in China (continued):

		Many laws and regulations dealing with economic matters in general and foreign investment in particular have been enacted in China. However, China still does not have a comprehensive system of laws, and enforcement of the existing laws may be uncertain and sporadic.

		The Company’s operating assets and primary sources of income and cash flows originate in China. The China economy has, for many years, been a centrally planned economy, operating on the basis of annual, five-year and ten-year state plans adopted by central China governmental authorities, which set out national production and development targets. The China government has been pursuing economic reforms since it first adopted its “open-door” policy in 1978. There is no assurance that the China government will continue to pursue economic reforms or that there will not be any significant change in its economic or other policies, particularly in the event of any change in the political leadership of, or the political, economic or social conditions in China. There is also no assurance that the Company will not be adversely affected by any such change in governmental policies or any unfavourable change in the political, economic or social conditions, the laws or regulations, or the rate or method of taxation in China.

		As many of the economic reforms, which have been or are being implemented by China government are unprecedented or experimental, they may be subject to adjustment or refinement, which may have adverse effects on the Company. Further, through state plans and other economic and fiscal measures, it remains possible for the China government to exert significant influence on the China economy.

	(d)	Cash:

		Cash includes bank deposits and cash on hand. Cash equivalents include short-term investments with a term to maturity when acquired of 90 days or less.

	(e)	Allowance for doubtful accounts:

		The Company reports accounts receivable and loans receivable at net realizable value. The Company’s terms of sale provide the basis for when accounts become delinquent or past due. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company’s estimate is based on historical collection experience and a review of the current status of accounts receivable.

	(f)	Inventory:

		Inventory is recorded at the lower of cost, determined using the weighted average costing method, and net realizable value. Cost includes purchased raw materials (primarily corn and other grains), breeding and incubation costs (primarily feed and contract grower pay), packaging supplies, labor, and manufacturing and production overhead which are related to the purchase and production of inventories. The weighted-average method includes invoice cost, duties and freight where applicable, plus direct labor applied to the product and an applicable share of manufacturing overhead. A provision for obsolescence for slow moving inventory items is estimated by management based on historical and expected future sales and is included in cost of goods sold.

	(g)	Biological assets:

		Biological assets are comprised of master breeding ducks that are treated as capitalized assets due to their ability to produce offspring that are also capable of breeding. These biological assets generally have a productive breeding period of approximately one year. The Company capitalizes these assets and amortizes their cost, which includes any cost to acquire the duck plus costs incurred for hatching and incubation, over a period of one year.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

2.	Significant accounting policies (continued):

	(h)	Property, plant and equipment:

		Property, plant and equipment are carried at cost less allowance for accumulated depreciation. Depreciation is generally computed using the straight-line method over the estimated useful lives of the related assets. The depreciable basis for property, plant and equipment is original cost less estimated residual value, which does not exceed 5% of the cost. Upon retirement or sale, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations. The cost of normal maintenance and repairs is charged to operations as incurred. Material expenditures, which increase the life of an asset, are capitalized and depreciated over the estimated remaining life of the asset. Costs incurred prior to a capital project’s completion are reflected as construction in progress and are not depreciated until the asset is placed into service. The estimated service lives of property and equipment are as follows:

Production equipment	3-10 years
Transportation equipment	5-10 years
Office furniture and equipment	5 years
Building and building improvements	10-20 years

		Costs incurred prior to a capital project’s completion are reflected as construction in progress and are not depreciated until the asset is placed into service.

	(i)	Construction in progress:

		Construction in progress is stated at cost, which comprises direct costs of design, acquisition, and construction of buildings, building improvements and land improvements. The Company also capitalizes interest on loans related to construction projects. Upon completion, construction in progress is transferred to its respective asset classification and is amortized upon being put into use. At each balance sheet date, the Company makes an estimate with respect to the percentage of completion of each project.

	(j)	Land use rights:

		The Company accounts for land use rights as an asset in its financial statements. However, all lands in the PRC are owned by the PRC government. The PRC government, according the relevant PRC law, may sell the right to use the land for a specific period of time. Land use rights are recorded at cost less accumulated amortization. Land use rights are amortized over 50 years, which are the terms established by the PRC government. The purpose of the land use is restricted by the PRC government. In the event that the land is used for purposes outside the scope of the purpose for which they were granted, the government could revoke such rights.

	(k)	Impairment of long-lived assets:

		The Company monitors the recoverability of long-lived assets, based on estimates using factors such as expected future asset utilization, business climate and future undiscounted cash flows expected to result from the use of the related assets or to be realized on sale. The Company recognizes an impairment loss if the projected undiscounted future cash flows are less than the carrying amount, and the amount of the impairment charge is the excess of the carrying amount of the asset over the fair value of the asset.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

2.	Significant accounting policies (continued):

	(l)	Derivative financial instruments:

		Derivative financial instruments, as defined in ASC Topic 815 (formerly FAS 133), Accounting for Derivative Financial Instruments and Hedging Activities (ASC Topic 815), consist of financial instruments or other contracts that contain a notional amount and one or more underlying, e.g. interest rate, security price or other variable, require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.

		The Company generally does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued warrant agreements that embody features that are not afforded equity classification because they may be net-cash settled by the counterparty. As required by ASC Topic 815 (formerly FAS 133), these instruments are required to be carried as derivative liabilities, at fair value, in the Company’s financial statements.

	(m)	Revenue recognition:

		The Company recognizes revenue when there is persuasive evidence of an arrangement, goods are shipped and title passes, collection is probable, and the fee is fixed or determinable. The Company records deferred revenue when cash is received in advance of the revenue recognition criteria being met.

	(n)	Subsidy income:

		From time to time, the Company receives subsidies from the PRC government. Certain of the subsidies are earmarked for particular capital improvement and other projects, and the completed projects must be approved by the government to ensure specifications were met. The Company defers amounts received pursuant to these types of subsidies until the projects are approved, at which time the deferred balances are recorded as subsidy income on the statement of operations.

		Subsidies that are not subject to government approval are recognized as income in the period in which the benefit from the subsidy is realized by the Company. Subsidies that relate to depreciable property and equipment are recorded as an offset to the related capital accounts to which the subsidy relates.

	(o)	Income and other taxes:

		Taiyang is exempt from corporate income tax due to the nature of its business. Beginning 2006, the PRC government instituted a tax exemption policy for certain aspects of the agricultural industry. Taiyang’s business qualifies as tax exempt. The exemption relates to unprocessed agricultural products and is granted by the relevant taxing authority on a year-by-year basis. There is no stated expiration to the exemption, and while Taiyang expects to continue to receive favorable tax treatment, changes in government policy or the nature of Taiyang’s operations could result in Taiyang being required to pay income taxes.

		Ningguo is subject to corporate income tax in the PRC at a rate of 25% as a non-resident enterprise, as well as business tax at a rate of 5% on service income. Under the laws of the BVI, Dynamic Ally is not subject to tax on its income or capital gains. Parent is subject to United States income tax at a rate of 35%.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

2.	Significant accounting policies (continued):

	(p)	Foreign currency translation and comprehensive income:

		The Company’s functional or primary operating currency is the Chinese Renminbi (“RMB”). The Company’s financial statements are prepared in RMB before translating to the United States dollar (“USD”) for reporting purposes. The Company translates transactions in currencies other than the RMB at the exchange rate in effect on the transaction date. Monetary assets and liabilities denominated in a currency other than the RMB are translated at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in earnings.

		Amounts transacted in RMB have been translated into USD as follows: assets and liabilities are translated at the rate of exchange in effect at the balance sheet date, equity items are translated at historical rates, and revenue and expense items are translated at the average rates for each period reported. Unrealized gains and losses resulting from the translation into the reporting currency are accumulated in accumulated other comprehensive income, a separate component of equity.

		The Company applies SFAS 130 “Reporting Comprehensive Income” (codified in FASB ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders.

	(q)	Statutory reserves:

		Statutory reserve refers to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and, are to be used to expand production or operations. The articles of association of Taiyang and Ningguo, which are based on PRC corporate laws, prescribe that these entities must appropriate, on an annual basis, 10% of their after tax income as reported in their financial statements, prepared in accordance with PRC GAAP, to the statutory common reserve fund until the fund reaches 50% of their respective Registered Capital.

	(r)	Earnings per share:

		Basic earnings per share is computed by dividing net income attributable to the common shareholder of the Company by the weighted average number of common shares outstanding during the year. Diluted earnings per share is determined by adjusting the net income attributable to the common shareholder and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares. Basic and diluted earnings per share are the same because the Company does not have any equity instruments that would impact the calculation of diluted earnings per share. The number of weighted average common shares outstanding has been retroactively restated to give effect to the shares issued in the Reverse Merger Transaction.

	(s)	Employee welfare benefits:

		Pursuant to PRC law, full-time employees of the Company are entitled to staff welfare benefits including medical care, welfare subsidies, unemployment insurance, and pension benefits through a PRC government-mandated multiemployer pension plan. The Company is required to contribute a portion of the employees’ salaries to the retirement benefit scheme to fund the benefits, which are charged to operations as incurred. The government reserves the right to change rates retroactively, which may result in a contingent liability being recorded for previous years. Amounts contributed to the retirement benefit scheme for the three months ended March 31, 2011 and 2010 were $17,298 and $14,557, respectively.

	(t)	Fair value of financial assets and liabilities:

		For certain of the Company’s financial instruments, including cash, accounts receivable, loans receivable, other amounts receivable, accounts payable, accrued liabilities, other payables, and short-term debt, the carrying amounts approximate their fair values due to their short maturities.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

2.	Significant accounting policies (continued):

	(t)	Fair value of financial assets and liabilities (continued):

		ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 820, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

		●	Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

		●	Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

		●	Level 3: inputs to the valuation methodology are unobservable and significant to the fair value measurement.

		The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

	(u)	Segment reporting:

		SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” (codified in FASB ASC Topic 280) requires use of the “management approach” model for segment reporting. The management approach model is based on the method a company’s management uses to organize segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. Management of the Company evaluates its operations based on three operating segments: Breeding Unit, Feed Unit, and Food Unit.

	(v)	Statement of cash flows:

		In accordance with SFAS No. 95, “Statement of Cash Flows” (codified in FASB ASC Topic 230), cash flows from the Company’s operations are calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.

	(w)	Recently Adopted Accounting Standards:

		In October 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

2.	Significant accounting policies (continued):

	(w)	Recently Adopted Accounting Standards (continued):

		In October 2009, the FASB issued an ASU regarding accounting for own-share lending arrangements in contemplation of convertible debt issuance or other financing. This ASU requires that at the date of issuance of the shares in a share-lending arrangement entered into in contemplation of a convertible debt offering or other financing, the shares issued shall be measured at fair value and be recognized as an issuance cost, with an offset to additional paid-in capital. Further, loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the basic and diluted earnings-per-share calculation. This ASU is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. The adoption of this ASU did not have a material impact on the Company’s financial statements.

		In August 2009, the FASB issued an ASU regarding measuring liabilities at fair value. This ASU provides additional guidance clarifying the measurement of liabilities at fair value in circumstances in which a quoted price in an active market for the identical liability is not available; under those circumstances, a reporting entity is required to measure fair value using one or more of valuation techniques, as defined. This ASU is effective for the first reporting period, including interim periods, beginning after the issuance of this ASU. The adoption of this ASU did not have a material impact on the Company’s financial statements.

		On July 1, 2009, the Company adopted ASU No. 2009-01, “Topic 105 - Generally Accepted Accounting Principles - amendments based on Statement of Financial Accounting Standards No. 168 , “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles.” ASU No. 2009-01 re-defines authoritative GAAP for nongovernmental entities to be only comprised of the FASB ASC and, for SEC registrants, guidance issued by the SEC. The Codification is a reorganization and compilation of all then-existing authoritative GAAP for nongovernmental entities, except for guidance issued by the SEC. The Codification is amended to effect non-SEC changes to authoritative GAAP. Adoption of ASU No. 2009-01 only changed the referencing convention of GAAP in notes to the financial statements.

		In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”), codified as FASB ASC Topic 810-10, which modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. SFAS 167 clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. SFAS 167 requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity. SFAS 167 also requires additional disclosures about a company’s involvement in variable interest entities and any significant changes in risk exposure due to that involvement. SFAS 167 is effective for fiscal years beginning after November 15, 2009. The adoption of this statement did not have a material impact on the Company’s financial statements.

		In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140” (“SFAS 166”), codified as FASB Topic ASC 860, which requires entities to provide more information regarding sales of securitized financial assets and similar transactions, particularly if the entity has continuing exposure to the risks related to transferred financial assets. SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets and requires additional disclosures. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company does not believe the adoption of SFAS 166 will have an impact on its financial condition, results of operations or cash flows.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

2.	Significant accounting policies (continued):

	(w)	Recently Adopted Accounting Standards (continued):

		In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”) codified in FASB ASC Topic 855-10-05, which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 also requires entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected. SFAS 165 is effective for interim and annual periods ending after June 15, 2009. SFAS 165 required that public entities evaluate and disclose subsequent events through the date that the financial statements are issued.

		ASU No. 2010-09, issued in February 2010, removes the requirement to disclose a date through which subsequent events have been reviewed in the financial statements.

		In April 2009, the FASB issued FSP No. SFAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” which is codified in FASB ASC Topic 825-10-50. This FSP essentially expands the disclosure about fair value of financial instruments that were previously required only annually to also be required for interim period reporting. In addition, the FSP requires certain additional disclosures regarding the methods and significant assumptions used to estimate the fair value of financial instruments. The Company has adopted these disclosure changes with its interim financial statements in fiscal 2010.

		In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” which is codified in FASB ASC Topic 320-10. This FSP modifies the requirements for recognizing other-than-temporarily impaired debt securities and changes the existing impairment model for such securities. The FSP also requires additional disclosures for both annual and interim periods with respect to both debt and equity securities. Under the FSP, impairment of debt securities will be considered other-than-temporary if an entity (1) intends to sell the security, (2) more likely than not will be required to sell the security before recovering its cost, or (3) does not expect to recover the security’s entire amortized cost basis (even if the entity does not intend to sell). The FSP further indicates that, depending on which of the above factor(s) causes the impairment to be considered other-than-temporary, (1) the entire shortfall of the security’s fair value versus its amortized cost basis or (2) only the credit loss portion would be recognized in earnings while the remaining shortfall (if any) would be recorded in other comprehensive income. FSP 115-2 requires entities to initially apply the provisions of the standard to previously other-than-temporarily impaired debt securities existing as of the date of initial adoption by making a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The cumulative-effect adjustment potentially reclassifies the noncredit portion of a previously other-than-temporarily impaired debt security held as of the date of initial adoption from retained earnings to accumulate other comprehensive income. The Company adopted FSP No. SFAS 115-2 and SFAS 124-2 in fiscal 2009. This FSP had no material impact on the Company’s financial position, results of operations or cash flows.

		In April 2009, the FASB issued FSP No. SFAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP No. SFAS 157-4”). FSP No. SFAS 157-4, which is codified in FASB ASC Topics 820-10-35-51 and 820-10-50-2, provides additional guidance for estimating fair value and emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. The Company adopted FSP No. SFAS 157-4 in fiscal 2009. This FSP had no material impact on the Company’s financial position, results of operations or cash flows.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

2.	Significant accounting policies (continued):

	(x)	Recently Issued Accounting Standards:

		In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies criteria that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The criteria apply to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, an interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. This amendment is not expected to have a material impact on the Company’s financial statements.

		In March 2010, FASB issued an authoritative pronouncement regarding the effect of denominating the exercise price of a share-based payment award in the currency of the market in which the underlying equity securities trade and that currency is different from (1) the entity’s functional currency, (2) the functional currency of the foreign operation for which the employee provides services, and (3) the payroll currency of the employee. The guidance clarifies that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trade should be considered an equity award assuming all other criteria for equity classification are met. The pronouncement will be effective for interim and annual periods beginning on or after December 15, 2010, and will be applies prospectively. Affected entities will be required to record a cumulative catch-up adjustment for all awards outstanding as of the beginning of the annual period in which the guidance is adopted. This amendment is not expected to have a material impact on the Company’s financial statements.

		On March 5, 2010, the FASB issued authoritative guidance to clarify the type of embedded credit derivative that is exempt from embedded derivative bifurcation requirements. Specifically, only one form of embedded credit derivative qualifies for the exemption – one that is related only to the subordination of one financial instrument to another. As a result, entities that have contracts containing an embedded credit derivative feature in a form other than such subordination may need to separately account for the embedded credit derivative feature. This guidance also has transition provisions, which permit entities to make a special one-time election to apply the fair value option to any investment in a beneficial interest in securitized financial assets, regardless of whether such investments contain embedded derivative features. This guidance is effective on the first day of the first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of any fiscal quarter beginning after March 5, 2010. This amendment is not expected to have a material impact on the Company’s financial statements.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

2.	Significant accounting policies (continued):

	(x)	Recently Issued Accounting Standards (continued):

		In December 2010, the FASB issued Accounting Standards Update 2010-28, “Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (a consensus of the FASB Emerging Issues Task Force).” ASU No. 2010-28 addresses questions about entities that have reporting units with zero or negative carrying amounts. The amendments modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that impairment may exist. The qualitative factors are consistent with the existing guidance and examples in paragraph 350-20-35-30, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. In addition, current GAAP will be improved by eliminating an entity’s ability to assert that a reporting unit is not required to perform Step 2 because the carrying amount of the reporting unit is zero or negative despite the existence of qualitative factors that indicate the goodwill is more likely than not impaired. As a result, goodwill impairments may be reported sooner than under current practice. The provisions of ASC No. 2010-28 are effective for fiscal years, and interim periods within those years, beginning after Dec. 15, 2010. Early adoption is not permitted. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

		In December 2010, the FASB issued Accounting Standards Update 2010-29, “Business Combinations (Topic 805) — Disclosure of Supplementary Pro Forma Information for Business Combinations.” ASU No. 2010-29 clarifies that, when presenting comparative financial statements, SEC registrants should disclose revenue and earnings of the combined entity as though the current period business combinations had occurred as of the beginning of the comparable prior annual reporting period only. The amendments expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective prospectively for material (either on an individual or aggregate basis) business combinations entered into in fiscal years beginning on or after December 15, 2010 with early adoption permitted. This ASU is not expected to have a material impact on the Company’s financial statements.

		In May 2011, the FASB issued Accounting Standards Update No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”), which changes the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements in order to improve consistency in the application and description of fair value between U.S. GAAP and International Financial Reporting Standards (“IFRS”). ASU 2011-04 clarifies how the concepts of highest and best use and valuation premise in a fair value measurement are relevant only when measuring the fair value of nonfinancial assets and are not relevant when measuring the fair value of financial assets or of liabilities. In addition, the guidance expanded the disclosures for the unobservable inputs for Level 3 fair value measurements, requiring quantitative information to be disclosed related to (1) the valuation processes used, (2) the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs, and (3) use of a nonfinancial asset in a way that differs from the asset’s highest and best use. The revised guidance is effective for interim and annual periods beginning after December 15, 2011 and early application by public entities is prohibited. The Company has determined that the changes to the accounting standards required by the update do not have a material effect on the Company’s financial position or results of operations.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

3.	Trade accounts receivable:

	Trade accounts receivable were comprised of the following as of March 31, 2011 and December 31, 2010:

	March 31,			December 31,
	2011			2010
	(unaudited)			(audited)
Trade accounts receivable	$	5,406,623		$	5,361,648
Allowance for doubtful accounts		(167,421	)		(12,998	)

	$	5,239,202		$	5,348,650

	As of March 31, 2011 and December 31, 2010, $763,347 and $756,224 of the Company’s trade accounts receivable were pledged as collateral for loans outstanding. The loan in the amount of $756,224 securing trade accounts receivable at December 31, 2010 was repaid in March 2011.

4.	Loans receivable:

	As of March 31, 2011 and December 31, 2010, the Company had outstanding $4,854,348 and $4,268,057, respectively, of unsecured loans receivable from unrelated parties which bear interest at rates paid by the Company on similar third party loans payable, and have no stated maturity date. Loans receivable activity during the three months ended March 31, 2011 and 2010 was:

	Three months ended March 31,
	2011			2010
	(unaudited)			(unaudited)
Beginning balance	$	4,268,057		$	2,816,943
Amounts loaned to third parties		6,211,173			102,399
Amounts collected from third parties		(5,675,819	)		(892,335	)
Change in allowance for doubtful accounts		—			(146	)
Currency translation difference		41,937			543

Ending balance	$	4,845,348		$	2,027,404

During 2009, the Company made a loan to an unrelated third party, the balance of which was $916,017 and $907,468 as of March 31, 2011 and December 31, 2010, respectively. The third party pledged its assets to the bank as partial collateral for a bank loan in the amount of $1,492,961 borrowed by the Company. The loan receivable does not have a stated maturity date.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

4.	Loans receivable (continued):

	During December 2010, the Company made a loan to Jinyatai Agricultural Development Co., Ltd. (“Jinyatai”), a former subsidiary of Taiyang that was divested in 2005, the balance of which was $916,017 and $907,468 as of March 31, 2011 and December 31, 2010, respectively. Jinyatai pledged its assets as partial collateral for a bank loan in the amount of $2,290,041 borrowed by the Company. The loan receivable matured on January 7, 2011. Because the loan was not repaid by this date, the agreement between the Company and Jinyatai calls for Jinyatai to pay interest incurred by the Company on the bank loan. Through March 31, 2011, such interest amounted to $65,536. In connection with the issuance of its audited financial statements for years ended December 31, 2008 and 2009, which were issued on June 10, 2010, the Company made a reserve for the full amount off an account receivable in the amount of $895,430 for the sale price of Jinyatai. The charge to the statement of operations for this reserve was made to the opening balance of fiscal 2008. Between June 20-29, 2010, the Company collected this amount from the buyer and recognized a gain from the collection in this amount in second fiscal quarter of 2010. Additionally, the Company made sales of ducks to Luo Jiayun, the principal shareholder and legal representative of Jinyatai, in the amount of $1,494,225 and $416,654 during the three months ended March 31, 2011 and 2010, respectively (see note 22(b)).

	During 2010, the Company made a loan to an unrelated individual, the balance of which was $916,017 and $907,468 as of March 31, 2011 and December 31, 2010, respectively. The borrower pledged its assets as partial collateral for a bank loan in the amount of $3,358,727 borrowed by the Company. The loan receivable does not have a stated maturity date.

	The value of the guarantee provided through the pledged assets of the Company’s borrowers was estimated to be approximately $14,000.

	The Company had additional unsecured loans receivable from unrelated parties totaling $2,097,368 and $1,545,722 outstanding at March 31, 2011 and December 31, 2010, respectively, which had no stated maturity date, and had no security. Subsequent to March 31, 2011 and through May 13, 2011, the Company has collected $458,008 of the outstanding balance of these loans (see note 24(b)).

	The above loans constitute inter-enterprise lending that violate the PRC General Lending Rules. A fine in the amount of one to three times the income generated by the Company from such inter-enterprise loans may be imposed by the People’s Bank of China, at their discretion, if the Company were found to be in violation of the PRC General Lending Rules (see note 22(b)). The Company estimates the range of potential fines to be between approximately $340,000 and $1,015,000 based on the guidelines established by PRC General Lending Rules, but such fines are levied discretion of the People’s Bank of China. Effective as of May 11, 2011, any new loans to directors, officers, or unrelated parties require pre-approval of the Company’s board of directors.

	The underlying business reason for the above loans receivable is that local prominent businesses in China often create an informal lending and borrowing arrangement amongst each other whereby short term working capital loans are made between parties in order to allow businesses to borrow in excess of what banks are willing to lend. The Company has historically both borrowed and loaned under such arrangements, without cash interest. Currently, the Company is a net lender with no borrowings.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

5.	Inventories:

	Inventories were comprised of the following as of March 31, 2011 and December 31, 2010:

	March 31,		December 31,
	2011		2010
	(unaudited)		(audited)
Raw materials	$	1,445,612	$	1,142,773
Work in process		1,692,922		490,978
Finished goods		318,916		128,958

	$	3,457,450	$	1,762,709

	The Company did not have any obsolete or slow-moving inventory as of March 31, 2011 or December 31, 2010.

6.	Prepaid and other current assets:

	Prepaid and other current assets were comprised of the following as of March 31, 2011 and December 31, 2010:

	March 31,		December 31,
	2011		2010
	(unaudited)		(audited)
Prepaid inventory purchases	$	1,055,755	$	224,187
Other prepaid expenses		1,217,195		623,527
Biological assets		208,715		292,520

	$	2,481,665	$	1,140,234

	Biological assets are comprised of master breeding ducks that are treated as capitalized assets due to their ability to produce offspring that are also capable of breeding. These biological assets generally have a productive breeding period of approximately one year. The Company capitalizes these assets and amortizes their cost, which includes any cost to acquire the duck plus costs incurred for hatching and incubation, over a period of one year.

7.	Related party transactions:

	As of March 31, 2011 and December 31, 2010, amounts due from related parties were comprised of the following:

	March 31,		December 31,
	2011		2010
	(unaudited)		(audited)
Due from Wu Qiyou	$	559,316	$	—

	$	559,316	$	—

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

7.	Related party transactions (continued):

	As of March 31, 2011 and December 31, 2010, amounts due to related parties were comprised of the following:

	March 31,		December 31,
	2011		2010
	(unaudited)		(audited)
Due to Wu Qiyou	$	—	$	30,249

	$	—	$	30,249

	Wu Qiyou is Taiyang’s founder and principal executive officer and was holder of 96% of the Company’s registered share capital prior to the Reverse Merger Transaction in November 2010 (see note 1(a)). Mr. Wu was appointed as Chief Executive Officer and Chairman of the Board of Directors of the Company after the Reverse Merger Transaction. Wu Qiyou owns 49% of Taiyang Biological Corporation.

	Wu Qida was the holder of 2% of Taiyang’s registered share capital prior to the Reverse Merger Transaction in November 2010, and is also the brother of Wu Qiyou. Wu Qida owns 31% of Taiyang Biological Corporation.

	Chen Beihuang was the holder of 2% of Taiyang’s registered share capital prior to the Reverse Merger Transaction in November 2010. Ms. Chen was also appointed as a member of the Board of Directors of the Company after the Reverse Merger Transaction.

	Taiyang Biological Corporation is a company owned 49% by Wu Qiyou and 31% by Wu Qida.

	The Company was involved in the following transactions with Wu Qiyou, Chen Beihuang and Wu Qida during the three months ended March 31, 2011 and 2010:

	Wu			Chen			Wu
	Qiyou			Beihuang			Qida		Total

Balance due (to) from as of December 31, 2010	$	(30,249	)	$	—		$	—	$	(30,249	)
Loans to related party		592,206			9,283			—		601,489
Repayments from related party		(4,259	)		(9,283	)		—		(13,542	)
Currency translation difference		1,618			—			—		1,618

Balance due (to) from as of March 31, 2011	$	559,316		$	—		$	—	$	559,316


Balance due (to) from as of December 31, 2009	$	735,861		$	585		$	29,252	$	765,698
Loans to related party		178,028			6,437			—		184,465
Repayments from related party		(315,497	)		(6,802	)		—		(322,299	)
Currency translation difference		122			(1	)		4		125

Balance due (to) from as of March 31, 2010	$	598,514		$	219		$	29,256	$	627,989

The loan receivable from Wu Qiyou was repaid on May 11, 2011. The Company has since discontinued the practice of lending funds to its officers and directors, and on May 11, 2011, the Company’s board of directors passed a resolution requiring board approval for all future loans to directors, officers, and any other related or unrelated parties (see note 24(c)).

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

7.	Related party transactions (continued):

	The Company was involved in the following additional related party transactions during the three months ended March 31, 2011 and 2010:

	During the three months ended March 31, 2011 and 2010, the Company made purchases from Taiyang Biological Corporation in the amount of $21,041 and $28,565, respectively. As of March 31, 2011 and December 31, 2010, the Company had prepayments against inventory purchases with Taiyang Biological Corporation in the amount of $91,528 and $90,385, respectively.

	The Company currently engages Thornhill Capital LLC to perform certain accounting, language translation, and other professional services. The Company’s Chief Financial Officer, David Dodge, also performs contract work unrelated to the Company on behalf of Thornhill Capital LLC.

	In August 2010, the Company purchased 7.81% of the equity of a local credit cooperative. As of March 31, 2011 and December 31, 2010, the face value of long term loans payable to the credit cooperative were $192,654 and $190,856, respectively, and the carrying value was $132,107 and $126,428 respectively. The Company also had a short term loan payable to the credit cooperative in the amount of $1,526,694 as of March 31, 2011 (see notes 10 and 14(a)).

	Transactions during the period are reflected at the average exchange rates for the respective period, and balances as of March 31, 2011 and December 31, 2010 are reflected at closing exchange rates for the respective period (see note 19(c)). Accordingly, beginning balance plus period transactions may differ from ending balances due to exchange rate differences.

8.	Property, plant and equipment:

	(a)	Property, plant and equipment

		As of March 31, 2011 and December 31, 2010, property, plant and equipment consisted of the following:

			Accumulated			Net book
As of March 31, 2011 (unaudited)	Cost		depreciation			Value

Production equipment	$	2,561,736	$	(698,562	)	$	1,863,174
Transportation equipment		612,592		(115,387	)		497,205
Office furniture and equipment		277,449		(74,217	)		203,232
Building and building improvements		19,936,342		(1,932,451	)		18,003,891

	$	23,388,119	$	(2,820,617	)	$	20,567,502

			Accumulated			Net book
As of December 31, 2010 (audited)	Cost		depreciation			Value

Production equipment	$	2,407,456	$	(661,651	)	$	1,745,805
Transportation equipment		565,298		(98,330	)		466,968
Office furniture and equipment		266,829		(62,207	)		204,622
Building and building improvements		19,743,948		(1,666,181	)		18,077,767

	$	22,983,531	$	(2,488,369	)	$	20,495,162

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

8.	Property, plant and equipment:

	(a)	Property, plant and equipment (continued)

		Depreciation expense of production-related property, plant and equipment is recorded to production costs, which is allocated to inventory and reflected in cost of goods sold on the statement of operations. Depreciation expense of other property, plant and equipment is charged to general and administrative expense. For the three months ended March 31, 2011 and 2010, depreciation expense was allocated as follows:

	Three months ended March 31,
	2011		2010
	(unaudited)		(unaudited)
Depreciation charged to general and administrative expense	$	95,504	$	31,602
Depreciation charged to cost of goods sold		212,391		172,671

Total depreciation expense	$	307,895	$	204,273

		All of the Company’s building and building improvements, and certain of the Company’s production equipment, are pledged as collateral for bank loans payable as described in note 14.

	(b)	Construction in progress

		The Company has various construction projects in process to expand its facilities. As of March 31, 2011 and December 31, 2010, construction in progress was comprised of the following:

	March 31,		December 31,
	2011		2010
	(unaudited)		(audited)
Incubation center expansion	$	687,012	$	827,158
Breeding facilities		3,971,583		4,521,791
Capitalized interest expense		144,623		66,393
Other projects		489,615		219,134

	$	5,292,833	$	5,634,476

	The Company’s headquarter building was placed into service in the first quarter of 2010.

	The Company capitalizes interest on loans related to construction projects in progress. During the three months ended March 31, 2011 and 2010, the Company capitalized interest expense in the amount of $77,355 and $63,407, respectively.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

9.	Land Use Rights:

	As of March 31, 2011 and December 31, 2010, land use rights consisted of the following:

	March 31,			December 31,
	2011			2010
	(unaudited)			(audited)
Cost	$	12,053,744		$	11,890,593
Less accumulated amortization		(1,298,074	)		(1,229,605	)

	$	10,755,670		$	10,660,988

	Land use rights are amortized over the life of the rights, which is generally 50 years, and are charged to general and administrative expense on the statement of operations. Amortization expense of land use rights was $56,703 and $34,572 during the three months ended March 31, 2011 and 2010, respectively.

	Land use rights are owned by the PRC government, and are granted with restrictions on use. In the event that the land is used for purposes outside the scope of the Company’s current business, the government could revoke such rights. The Company does not have any plans to use land that is subject to land use rights for any purposes outside the scope of its current business, or for any purpose other than those pursuant to which the rights were granted.

	All of the Company’s land use rights are pledged as collateral for bank loans payable as described in note 14, a portion of the proceeds of which were used to finance the acquisition of land use rights and related development of the land.

10.	Other long term assets:

	As of March 31, 2011 and December 31, 2010, other long term assets were comprised of the following:

	March 31,		December 31,
	2011		2010
	(unaudited)		(audited)
Long term investment	$	1,526,694	$	1,512,447
Land use rights deposits		30,534		30,249
Equipment and construction project deposits		963,554		247,450
Other long term assets		110,460		18,238

	$	2,631,242	$	1,808,384

	Long term investment is comprised of an investment in a local credit cooperative which the Company purchased in August 2010. As a shareholder in the credit cooperative, the Company has access to favorable borrowing terms, and pro rata dividends of credit cooperative profits, if declared. The Company owns 7.81% of the credit cooperative.

	Land use rights deposits represents amounts advanced to an independent third party to be applied against the purchase of land use rights by the Company upon completion by the Company of its duck farm under construction.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

11.	Trade accounts payable and accrued liabilities (restated, see note 24):

	As of March 31, 2011 and December 31, 2010, accounts payable and accrued liabilities were comprised of the following:

	March 31,		December 31,
	2011		2010
	(unaudited)		(audited)
Trade accounts payable	$	2,278,363	$	1,933,520
Accrued payroll		280,921		265,443
Accrued liquidated damages		562,746		562,746
Accrued professional services		40,000		55,564
Accrued taxes		629,685		596,120

	$	3,791,715	$	3,413,393

	Pursuant to the terms of the registration rights agreements dated November 10, 2010 and November 16, 2010, entered into between the Company and the investors in the First Financing, the Company was required to file a registration statement including the shares issued in the First Financing no later than January 9, 2011. The Company failed to file such registration statement, and as a result must accrue liquidated damages in the amount of 1% of the aggregate subscription amount for the first 30 days after the filing deadline, and 2% for each 30-day period thereafter, with a maximum penalty of 10% of the aggregate subscription amount. As of March 31, 2011 and December 31, 2010, such accrued liquidated damages amounted to $562,746.

12.	Derivative Financial Instruments and Financing:

	On March 7 and March 17, 2011, the Company completed the sale of an aggregate 575,000 shares of common stock to eight investors at a price of $2.00 per share for gross cash proceeds of $1,150,000. In connection this financing, the Company also issued to the investors warrants to purchase 143,750 shares of common stock at an exercise price of $4.00 per share and a contractual term of three years, as well as 46,000 placement agent warrants with an exercise price of $4.00 and a contractual term of five years (see note 1(a)).

	Gross and net proceeds to the Company were as follows:

	Mar. 7, 2011			Mar. 17, 2011			Total

Cash proceeds	$	1,100,000		$	50,000		$	1,150,000
Commissions and direct offering costs		(126,500	)		(4,000	)		(130,500	)

Net proceeds	$	973,500		$	46,000		$	1,019,500

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

12.	Derivative Financial Instruments and Financing (continued):

	The proceeds of the financing were allocated as follows:

	Mar. 7, 2011		Mar. 17, 2011		Total

Common stock, par value $0.001	$	550	$	25	$	575
Additional paid in capital		664,418		31,006		695,424
Derivative financial instruments		308,532		14,969		323,501

	$	973,500	$	46,000	$	1,019,500

	Additionally, during November 2010, the Company completed a financing pursuant to which it sold 2,905,392 shares and issued 952,646 warrants with terms similar to those issued in the March 2011 financing.

	The warrants issued in the above transactions contain a provision that in the event the Company effects a merger or consolidation, a sale of all or substantially all of its assets, or if any tender offer or exchange offer is completed pursuant to which holders of the Company’s common stock are permitted to tender or exchange their shares for other securities, cash or property, and such transaction is (i) an all cash transaction, (ii) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Securities Exchange Act of 1934, or (ii) a transaction involving a person or entity not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, then the Company or any successor entity shall pay at the warrant holder’s option, an amount of cash equal to the value of the warrant as determined in accordance with the Black Scholes option pricing model.

	Because of this provision, the warrants do not meet all of the established criteria for equity classification in FASB ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, and accordingly, are recorded as derivative liabilities at fair value. Changes in the fair value of the warrants are charged or credited to income each period.

	The warrants are valued using the Black/Scholes pricing model because that model embodies all of the relevant assumptions that address the features underlying these instruments. Significant assumptions used to value the warrants as of their inception included the following:

	Mar. 7, 2011			Mar. 17, 2011			Mar. 31, 2011
Underlying stock price	$	2.80		$	2.80		$	1.50
Exercise Price	$	4.00		$	4.00		$	4.00
Term (years)		3.00			3.00			2.94
Volatility		110.83	%		119.39	%		122.25	%
Annual Rate of Quarterly Dividends		0.00	%		0.00	%		0.00	%
Discount Rate - Bond Equivalent Yield		1.22	%		1.05	%		1.29	%

Since the Company’s common stock has limited trading history, the Company estimated volatility using historical volatility of comparable companies in the industry. The underlying stock price at December 31, 2010 was $2.50. For the risk-free rates of return, the Company used the published yields on zero-coupon Treasury Securities with maturities consistent with the remaining term of the warrants.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

12.	Derivative Financial Instruments and Financing (continued):

	The change in fair value of the warrants is recognized in the statement of operations each period. During the three months ended March 31 2011, the change in fair value was as follows:

	Issuance Date
	Mar. 2011			Nov. 2010			Total

Value at December 31, 2010	$	—		$	1,480,261		$	1,480,261
Plus: inception value of March 2011 warrants		323,501			—			323,501
Less: value at March 31, 2011		(157,376	)		(736,393	)		(893,769	)

Gain on derivative financial instruments	$	166,125		$	743,868		$	909,993

	Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Because derivative financial instruments are initially and subsequently carried at fair values, the Company’s income will reflect the volatility in these estimate and assumption changes.

	In connection with each of the November 2010 financing and the March 2011 financing, the Company undertook to prepare and file with the SEC and maintain the effectiveness of a “resale” registration statement pursuant to Rule 415 under the Securities Act providing for the resale of (i) all of the shares of common stock (ii) all of the shares of common stock issuable upon exercise of the warrants, (iii) all of the shares of common stock issuable upon exercise of the warrants issued to the placement agent (iv) any additional shares issuable in connection with any anti-dilution provisions associated with such preferred stock and warrants, and (v) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

	Under the terms of the Registration Rights Agreement executed in connection with the November 2010 financing, the Company was required to have a registration statement filed with the SEC within 60 days after the first closing date (being January 9, 2011) and declared effective by the SEC not later than 180 days from the closing date in the event of a full review (being May 9, 2011) with respect to 2,905,392 shares of common stock and 952,646 shares of common stock underlying warrants issued pursuant to the November 2010 financing. Under the terms of the Registration Rights Agreement executed in connection with the March 2011 financing, the Company is required to have a registration statement filed with the SEC within 60 days after the closing date (being May 6, 2011) and declared effective by the SEC not later than 180 days from the closing date in the event of a full review (being September 3, 2011) with respect to 575,000 shares of common stock and 189,750 shares of common stock underlying warrants. The Company is required to pay liquidated damages to each purchaser in an amount equal to one percent of the purchaser’s purchase price paid for any registrable securities then held by the purchaser for the first thirty (30) calendar days past the relevant deadline that the registration statement is not filed or not declared effective, for any period that the Company fails to keep the registration statement effective. The liquidated damages increases to 2% of the purchaser’s purchase price for any registrable securities held after the first thirty (30) calendar day period thereafter. Through March 31, 2011 and December 31, 2010, such accrued liquidated damages amounted to $562,746, all of which relate to the November 2010 financing (see note 11). This amount was charged to interest expense on the statement of operations in the year ended December, 31, 2010. The maximum amount of the liquidated damages is $562,746 related to the November 2010 financing and $115,000 related to the March 2011 financing. No liability has been recorded related to the March 2011 financing since the registration statement including the shares issued in March 2011 was filed before the prescribed date, and the required effectiveness date has not yet passed.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

13.	Other accounts payable:

	As of March 31, 2011 and December 31, 2010, other accounts payable and accrued liabilities were comprised of the following:

	March 31,		December 31,
	2011		2010
	(unaudited)		(audited)
Deposits from contract farmers - general	$	1,011,923	$	1,088,536
Deposits from contract farmers securing loans		3,027,434		2,769,291
Land use right payable		38,537		38,177
Construction project payable		360,298		351,642
Other payables and amounts due to unrelated parties		293,862		295,209

	$	4,732,054	$	4,542,855

	Other payables and amounts due to unrelated parties are comprised of demand unsecured loans and other amounts payable to unrelated third parties not in the ordinary course of carrying out the Company’s principal business, on which imputed interest was charged in the amount of $Nil and $8,656 in the three months ended March 31, 2011 and 2010, respectively.

	Deposits from contract farmers are comprised of advances from local farmers used by the Company feed raw materials and fund the incubation of new ducks that will be raised by the farmers on behalf of the Company. General deposits are made from the farmers’ working capital without any underlying loans. Deposits from contract farmers securing loans are advanced to the Company from the proceeds of loans taken by the farmers. These loans are guaranteed by the general credit of the Company. To ensure repayment of the loans, the Company requires that the farmers advance the amount of the loan to the Company to be held as a deposit against the loan. The deposits are then returned when the loans mature.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

14.	Loans payable:

	(a)	Short term bank loans

		As required, the Company borrows funds in the form of short term bank loans payable to fund its capital projects and supplement its working capital requirements. The carrying value of short term bank loans payable as of March 31, 2011 and December 31, 2010 is shown in the following table. The fair value of these bank loans payable approximates their carrying values.

	Annual
	Interest	March 31,		December 31,
Due Dates	Rates	2011		2010
		(unaudited)		(audited)
January 25, 2011 (1)	5.842%	$	—	$	2,268,673
March 14, 2011 (5)	5.310%		—		1,482,198
March 28, 2011 (3)	5.841%		—		756,224
April 11, 2011 (4)(5)	5.310%		763,347		756,224
June 10, 2011 (5)	5.310%		473,275		468,859
September 15, 2011 (2)(5)	5.841%		916,017		907,468
October 13, 2011 (5)	5.841%		305,339		302,489
October 15, 2011 (5)	5.310%		625,945		620,103
November 4, 2011 (5)	5.841%		305,339		302,489
January 17, 2012 (6)	8.715%		1,526,694		—
January 24, 2012 (1)	6.101%		2,290,041		—
February 26, 2012 (5)	6.060%		1,496,160		—
March 16, 2012 (3)	6.363%		763,347		—

		$	9,465,504	$	7,864,727

		______________________
		(1)	The assets of an unrelated third party are pledged as collateral for this loan (see note 4).

		(2)	The assets of Jinyatai are pledged as collateral for this loan (see note 4).

		(3)	These loans are secured by accounts receivable of the Company.

		(4)	This loan was repaid by its due date subsequent to March 31, 2011 (see note 24(b)).

		(5)	These loans are secured by property and equipment of the Company

		(6)	This loan is payable to a local credit cooperative of which the Company owns 7.81% (see note 7).

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

14.	Loans payable (continued):

	(b)	Long term bank loans

		The carrying value of long term bank loans payable as of March 31, 2011 and December 31, 2010 is shown in the following table. The fair value of these bank loans payable approximates their carrying values.

	Annual
	Interest	March 31,		December 31,
Due Dates	Rates	2011		2010
		(unaudited)		(audited)
October 21, 2012 (4)	5.400%	$	1,793,865	$	1,777,129
November 30, 2012 (1)	0.000%		37,300		35,694
December 10, 2012 (4)	5.400%		496,176		491,545
August 8, 2013 (4)	5.400%		1,526,694		1,512,447
August 8, 2013 (4)	5.400%		458,008		453,734
September 12, 2013 (4)	5.400%		916,017		907,468
October 9, 2013 (4)	5.400%		1,526,694		1,512,447
October 14, 2013 (4)	5.400%		916,017		907,468
November 30, 2013 (1)	0.000%		32,463		31,069
April 20, 2014 (2)	0.000%		62,344		59,665
December 31, 2014 (3)(4)	5.760%		3,358,727		3,327,384

		$	11,124,305	$	11,016,050

		__________________________
		(1)	The Company recognized a discount on the face value of the loans at inception to adjust the carrying value to the fair value. Fair value was calculated using the net present value of the loans, at an assumed interest rate of 14%, being the estimated cost of capital for the Company for unsecured borrowings. The amount of the discounts, being $40,865, was recorded as a reduction to the carrying value of the bank loan. The discounts are being amortized over the life of the loans using the effective interest method, with interest expense being recorded as an expense in the related period. The Company recognized interest expense to amortize the discounts in the amount of $2,363 and $1,975 in the three months ended March 31, 2011 and 2010, respectively. The carrying value of the loans as of March 31, 2011 and December 31, 2010 as shown in the table above was $69,763 and $66,763, respectively, comprised of face value of $94,350 and $93,469, respectively, net of unamortized discount of $24,587 and $26,706, respectively. These loans are unsecured.
		(2)	This instrument is a non interest bearing loan from a local government authority. As such, the Company recognized a discount on the face value of the loans at inception to adjust the carrying value to the fair value. Fair value was calculated using the net present value of the loans, at an assumed interest rate of 14%. The amount of the discount, being $41,716, was recorded as a reduction to the carrying value of the bank loan. The discount is being amortized over the life of the loan using the effective interest method, with interest expense being recorded as an expense in the related period. The Company recognized interest expense to amortize the discount in the amount of $2,110 and $Nil in the three months ended March 31, 2011 and 2010, respectively. The carrying value of the loan as of March 31, 2011 and December 31, 2010 as shown in the table above was $62,344 and $59,665, respectively, comprised of face value of $98,304 and $97,387, respectively, net of unamortized discount of $35,960 and $37,722, respectively. These loans are unsecured.
		(3)	The assets of an unrelated third party are pledged as collateral for this loan (see note 4)
		(4)	These loans are secured by property and equipment of the Company

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

14.	Loans payable (continued):

	(c)	Convertible loan

		On March 1, 2010, the Company issued unsecured debentures in the aggregate principal amount of $650,000 to 11 investors. The Company received net proceeds of $555,000, which were designated to pay legal, accounting, and other costs associated with the Reverse Merger Transaction and the Financing. The debentures bore interest at a rate of 15% per annum, and matured on the earlier of September 30, 2010 or the completion of a financing of at least $10,000,000 by the Company. The debentures are not convertible at inception because the conversion price is based upon the offering price of subsequent financings. Once the subsequent financing occurs and the conversion price is known, the debenture is convertible into a fixed number of shares. The Company evaluated the conversion option embedded in the convertible debentures under the guidance of ASC 815, Derivatives and Hedging. The debentures met the definition of conventional convertible for purposes of applying the exemption. The definition of conventional contemplates a limitation on the number of shares issuable under the arrangement. In this case, there is a limitation on the number of shares issuable due to a fixed conversion price. Therefore, the debentures are conventional convertible and the conversion option does not require bifurcation and liability classification.

		In connection with the Financing, the Company committed to issue an aggregate of 650,000 shares of the Company’s common stock, which was granted on a basis of one (1) share for one dollar ($1.00) of Debentures, upon completion of a public offering. Due to the governing laws of the Peoples Republic of China, foreign ownership in the operating company is not allowed. Accordingly, this commitment could not be fulfilled until the Company affected a transaction where the issuance of shares could be accomplished. As a result, no value was attributed to this commitment at inception. This commitment was reassessed at each reporting date until such time that it was more likely than not that a reverse merger transaction would occur and the fair value of the commitment could be measured.

		At inception, the Company recorded the debentures at a value of $555,000, being the face value of $650,000, less commissions paid of $95,000. The commissions were amortized over the life of the debentures to interest expense. The Company recorded an expense to amortize the commissions in the amount of $95,000 in the year ended December 31, 2010.

		Prior to closing of the Reverse Merger Transaction, the Company assessed the fair value of the commitment to issue 650,000 shares of the newly formed public entity. The commitment was satisfied through the issuance of 988 ordinary shares of Dynamic Ally immediately prior to completion of the Reverse Merger Transaction, which were then exchanged for 650,000 common shares of the Company on closing of the Reverse Merger Transaction, at which time the commitment was satisfied in full. The Company recorded a charge to interest expense in the amount of $165,431 in the fourth quarter of 2010 to reflect the estimated fair value of the shares. The estimated fair value of the shares was calculated using a Capitalization of Earnings methodology, which falls under the “income approach” methodology of valuing assets and liabilities. Fair value under the Capitalization of Earnings methodology is derived by discounting the expected future income streams of the business by the expected rate of return of the business. This discounted present value methodology evolves into a capitalization of earnings method when the expected future income streams are constant. The Company believes this methodology best estimates fair value of the shares because the shares encompassed substantially lesser rights than shares sold by the Company in the November 2010 and March 2011 offerings, most notably lack of registration rights penalties and attached warrants, and therefore could not be valued using pricing from those offerings.

		The debentures matured unpaid on September 30, 2010. Because of the default on repayment of the loan, the debentures plus accrued interest became immediately due and payable in cash on September 30, 2010, and the interest rate from September 30, 2010 until repayment increased from 15% to 20% per annum, calculated on a daily basis. On November 10, 2010, in connection with the closing of the Reverse Merger Transaction and the Financing, the notes were satisfied in full as follows: (i) principal in the amount of $549,984 was converted at the option of certain of the holders into 366,656 shares of common stock of Parkview and was recorded at the value of the shares on the conversion date, (ii) principal in the amount of $100,016 was repaid in cash, and (iii) interest of $72,493 was paid in cash. No commitment remained as of March 31, 2011 or December 31, 2010 related to the debentures.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

15.	Subsidy income:

	From time to time, the Company receives subsidies from the PRC government. Subsidies used for current period expenditures are recognized as income in the period in which the benefit from the subsidy is realized by the Company. Certain of the subsidies are earmarked for particular capital improvement projects, and the completed projects must be approved by the government to ensure specifications were met. Subsidies that relate to depreciable property and equipment are recorded as an offset to the related capital accounts to which the subsidy relates.

	During the three months ended March 31, 2011 and 2010, the Company recognized subsidy income of $46,187 and $35,015, respectively.

16.	Share capital:

	(a)	Common Stock

		The Company was incorporated on April 7, 1999 (see note 1(a)). The Company is authorized to issue up to 75,000,000 shares of common stock, par value $0.001 per share.

		Holders of common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of common stock representing a majority of the voting power of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s certificate of incorporation.

		Holders of common stock are entitled to share in all dividends that our Board of Directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the Common Stock. The common stock has no pre-emptive, subscription or conversion rights and there are no redemption provisions applicable to the common stock.

	(b)	Preferred Stock

		The Company is authorized to issue 5,000,000 shares of preferred stock, par value $.001 per share, none of which are currently outstanding. The shares of preferred stock may be issued in series, and shall have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issuance of such stock adopted from time to time by the Board of Directors. The Board of Directors is expressly vested with the authority to determine and fix in the resolution or resolutions providing for the issuances of preferred stock the voting powers, designations, preferences and rights, and the qualifications, limitations or restrictions thereof, of each such series to the full extent now or hereafter permitted by the laws of the State of Delaware.

	(c)	Warrants

		As of March 31, 2011, the Company had 1,142,396 warrants outstanding. Each warrant entitles the holder to purchase one (1) share of the Company’s common stock at an exercise price of $4.00 per share, have a term of 3-5 years, and are subject to a call provision if the closing bid price of the Company’s common stock equals or exceeds $8.00 per share for five consecutive trading days, subject to the Company’s common stock being traded on either the New York Stock Exchange, Nasdaq or NYSE Amex and there being an effective registration statement for the resale of the shares of common stock underlying the warrants. The warrants issued in the transaction do not meet all of the established criteria for equity classification in FASB ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, and accordingly, are recorded as derivative liabilities at fair value. Changes in the fair value of the warrants are charged or credited to income each reporting period (see note 12).

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

16.	Share capital (continued):

	(d)	Earnings per share

		Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted income per share is calculated based on the treasury stock method, assuming the issuance of common shares, if dilutive, resulting from the exercise of outstanding warrants.

		During the three months ended March 31, 2011 and 2010, the warrants outstanding have not been included in the computation of diluted income per share, because all outstanding warrants were out of the money and such inclusion would have had an anti-dilutive effect. The number of weighted average common shares outstanding has been retroactively restated to give effect to the shares issued in the Reverse Merger Transaction.

	(e)	Financing transaction

		On March 7 and March 17, 2011, the Company completed the sale of an aggregate 575,000 shares of common stock to eight investors at a price of $2.00 per share for gross cash proceeds of $1,150,000. In connection with this financing, the Company also issued to the investors warrants to purchase 143,750 shares of common stock at an exercise price of $4.00 per share and a contractual term of three years, as well as 46,000 placement agent warrants with an exercise price of $4.00 and a contractual term of five years.

		The Company also entered into a Registration Rights Agreement with the purchasers, under which the Company undertook to prepare and file with the SEC and maintain the effectiveness of a “resale” registration statement pursuant to Rule 415 under the Securities Act providing for the resale of (i) all of the shares of common stock (ii) all of the shares of common stock issuable upon exercise of the warrants, (iii) all of the shares of common stock issuable upon exercise of the warrants issued to the placement agent (iv) any additional shares issuable in connection with any anti-dilution provisions associated with such preferred stock and warrants, and (v) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

		Under the terms of the Registration Rights Agreement, the Company is required to have a registration statement filed with the SEC within 60 days after the first closing date (being May 6, 2011 with respect to all 575,000 shares), and declared effective by the SEC not later than 180 days from the closing date (being September 3, 2011). The Company is required to pay liquidated damages to each purchaser in an amount equal to one percent of the purchaser’s purchase price paid for any registrable securities then held by the purchaser for the first thirty (30) calendar days past the relevant deadline that the registration statement is not filed or not declared effective, for any period that the Company fails to keep the registration statement effective. The liquidated damages increases to 2% of the purchaser’s purchase price for any registrable securities held after the first thirty (30) calendar day period thereafter.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

17.	Interest expense (net):

	The Company earns interest income on cash balances and short term investments. The Company recognizes interest expense on loans payable, and for bank charges related to its cash accounts. Interest expense was as follows during the three months ended March 31, 2011 and 2010:

	Three months ended March 31,
	2011			2010
	(unaudited)			(unaudited)
Interest income	$	(75,877	)	$	(693	)
Interest expense		368,540			329,639
Bank fees		31,117			43,605
Amortization of debt discount		4,473			15,338
Imputed interest expense		—			8,656

	$	328,253		$	396,545

	The Company capitalizes interest on loans related to construction projects in progress. During the three months ended March 31, 2011 and 2010, the Company capitalized interest expense in the amount of $77,355 and $63,407, respectively.

18.	Other income:

	Other income was as follows during the three months ended March 31, 2011 and 2010:

	Three months ended March 31,
	2011			2010
	(unaudited)			(unaudited)
Dividend income from long term investment	$	182,612		$	—
Donations and other expenses		(8,599	)		—

	$	174,013		$	—

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

19.	Financial instruments:

	(a)	Fair value of financial instruments:

		The Company utilizes ASC Topic 820 fair value measurement accounting guidance, which defines fair value, establishes a framework for measuring fair value and expands disclosure requirements about fair value measurements. This guidance also defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy prescribed by this standard contains three levels as follows:

		●	Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

		●	Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

		●	Level 3: inputs to the valuation methodology are unobservable and significant to the fair value measurement.

		The Company values certain loans payable at fair market value which do not have a stated interest rate using a discount of 14% on the face value of the loan at inception to adjust the carrying value to the fair value. Fair value is calculated using the net present value of the loan, and the amount of the discount is included on the statement of operations under the caption “Interest and other expense, net.” The discount is amortized over the life of the loan using the effective interest method, with interest expense being recorded as an expense in the related period. As of March 31, 2011 and December 31, 2010, the value of such instruments included in “Loans payable, long term portion” was $132,107 and $126,428, respectively.

		The Company’s financial instruments consist of cash, trade accounts receivable, loans receivable, prepaid and other current assets, proceeds receivable from the sale of the Company’s fertilizer plant, amounts due from/to related parties, trade accounts payable and accrued liabilities, other accounts payable, and current loans payable, all of which are valued using Level 1 of the valuation hierarchy. The fair values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments.

		The Company also has a derivative liability related warrants issued in November 2010 and March 2011 (see note 12). This derivative liability is valued using Level 2 of the fair value hierarchy. The warrants are valued using the Black/Scholes pricing model because that model embodies all of the relevant assumptions that address the features underlying these instruments. Significant assumptions used to value the warrants as of their inception included the following:

	Mar. 7, 2011			Mar. 17, 2011			Mar. 31, 2011
Underlying stock price	$	2.80		$	2.80		$	1.50
Exercise Price	$	4.00		$	4.00		$	4.00
Term (years)		3.00			3.00			2.94
Volatility		110.83	%		119.39	%		122.25	%
Annual Rate of Quarterly Dividends		0.00	%		0.00	%		0.00	%
Discount Rate - Bond Equivalent Yield		1.22	%		1.05	%		1.29	%

Since the Company’s common stock has limited trading history, the Company estimated volatility using historical volatility of comparable companies in our industry. For the risk-free rates of return, we use the published yields on zero-coupon Treasury Securities with maturities consistent with the remaining term of the warrants.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

19.	Financial instruments (continued):

	(a)	Fair value of financial instruments (continued):

		The change in fair value of the warrants is recognized in the statement of operations each period. During the three months ended March 31, 2011, the change in fair value was as follows:

	Issuance Date
	Mar. 2011			Nov. 2010			Total

Value at December 31, 2010	$	—		$	1,480,261		$	1,480,261
Plus: inception value of March 2011 warrants		323,501			—			323,501
Less: value at March 31, 2011		(157,376	)		(736,393	)		(893,769	)

Gain on derivative financial instruments	$	166,125		$	743,868		$	909,993

The Company did not have any assets that were measured at fair value on a recurring basis. A summary of liabilities that were measured at fair value on a recurring basis is as follows:

	Level 1		Level 2		Level 3
March 31, 2011
Discounted loans payable	$	—	$	132,107	$	—
Derivative financial instruments		—		893,769		—

December 31, 2010:
Discounted loans payable	$	—	$	126,428	$	—
Derivative financial instruments		—		1,480,261		—

Gains and losses from financial instruments are included in the statement of operations as follows:

	2010			2009

Interest expense, net	$	(4,473	)	$	(1,975	)
Gain on derivative financial instruments		909,993			—

	$	905,520		$	(1,975	)

	(b)	Interest rate and concentration of credit risks

		Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash and accounts and loans receivable. To minimize the interest rate and credit risk, the Company places cash with high credit quality financial institutions located in the PRC.

		Credit risk from accounts receivable results from the risk of customer non-payment. Management, on an ongoing basis, monitors the level of accounts receivable attributable to each customer, and the length of time each account is outstanding. When necessary, management takes appropriate action to follow up on balances considered at risk.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

19.	Financial instruments (continued):

	(b)	Interest rate and concentration of credit risks (continued)

		During the three months ended March 31, 2011 and 2010, the Company had the following concentrations of sales in each business unit:

	Three months ended March 31,
	2011				2010
			% of	% of			% of		% of
			Unit	Company			Unit		Company
	Revenue		Total	Total	Revenue		Total		Total
Breeding Unit:
Customer A	$	982,565	20.6%	17.8%	$	544,533		41.7%		7.1%
Customer B		1,494,225	31.3%	27.1%		433,438		33.2%		5.6%

Food Unit:
Customer C		—	—	—		4,456,283		70.4%		58.0%
Customer D		135,152	18.2%	2.5%		343,748		5.4%		4.5%
Customer E		130,902	17.7%	2.4%		246,882		3.9%		3.2%

	There is no guarantee that any of the customers mentioned above will continue to buy from the Company, and loss of any of these major customers would have a material adverse effect on the Company’s results of operations.

	During the three months ended March 31, 2011 and 2010, the Company had the following concentrations of purchases from suppliers:

	Three months ended March 31,
	2011				2010
			% of	% of			% of	% of
			Unit	Company			Unit	Company
	Purchases		Total	Total	Purchases		Total	Total

Supplier A	$	998,388	31.1%	23.0%	$	1,037,813	34.4%	15.1%
Supplier B		785,039	24.4%	18.1%		562,814	18.6%	8.2%
Supplier C		643,726	20.0%	14.8%		196,515	6.5%	2.9%

All of the suppliers shown in the above table are suppliers to the Feed Unit. Company total purchases represent purchases from external suppliers only. The principal supplier of the Breeding Unit is the Feed Unit, and the principal supplier of the Food Unit is the Breeding Unit.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

19.	Financial instruments (continued):

	(c)	Foreign currency risk

		The Company uses the US dollar as its reporting currency for these financial statements, while nearly all of the Company’s transactions are denominated in RMB. Revenues and expenses are translated into US dollars using average exchange rates for the period, and assets and liabilities are translated using the exchange rate at the end of the period. All resulting exchange differences arising from the translation are included as a separate component in accumulated other comprehensive income. Consequently, the Company’s unrealized exchange gain (loss) on translation of functional currency to reporting currency is subject to fluctuations in the exchange rate between the RMB and the US dollar in each reporting period. The Company does not hedge its exposure to currency fluctuations.

		Additionally, capital raised in US dollars, and any future dividends or distributions paid outside of the PRC in US dollar, are subject to fluctuating exchange rates when converted from RMB to US dollars, and vice versa. The RMB is not a freely convertible currency. The PRC State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the PRC foreign exchange trading market.

		The following exchange rates are applied for the Company’s financial statements for the periods presented herein:

	Three months ended March 31,
	2011		2010

Period end rate		6.5501		6.8361
Period average rate		6.5713		6.8360
Period high rate		6.6286		6.8436
Period low rate		6.5443		6.8236

	(d)	Liquidity Risk

		Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective to managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when they become due. The Company uses cash to settle its financial obligations as they fall due. The ability to do this relies on the Company collecting its accounts receivables in a timely manner and by maintaining sufficient cash on hand through equity financing and bank loans.

	(e)	Commodity Risk

		Profitability in the poultry industry is materially affected by the supply of parent breeding stocks and the commodity prices of ducklings, processing ducks, and feed ingredients, including corn, soybean cake, and other nutrition ingredients from numerous sources, mainly from wholesalers who collect the feed ingredients directly from farmers. As a result, the industry is subject to wide fluctuations and cycles. The Company does not currently use derivative financial or hedging instruments to reduce its exposure to various market risks related to commodity purchases

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

20.	Tax matters:

	(a)	Income tax

		The Company is subject to income, withholding, business and other taxes on income generated in the jurisdictions in which it does business.

		Taiyang is exempt from corporate income tax due to the nature of its business. Beginning 2006, the PRC government instituted a tax exemption policy for certain aspects of the agricultural industry. Taiyang’s business qualifies as tax exempt. The exemption relates to unprocessed agricultural products and is granted by the relevant taxing authority on a year-by-year basis. There is no stated expiration to the exemption, and while Taiyang expects to continue to receive favorable tax treatment, changes in government policy or the nature of Taiyang’s operations could result in Taiyang being required to pay income taxes.

		Ningguo is subject to corporate income tax in the PRC at a rate of 25% as a non-resident enterprise, as well as business tax at a rate of 5% on service income.

		Under the laws of the BVI, Dynamic Ally is not subject to tax on its income or capital gains.

		Parent is subject to United States income tax at a rate of 35%. No income tax expense was incurred in the United States in the three months ended March 31, 2011 or 2010 as all income was generated in the PRC. Business activity in the United States consists primarily of professional service expenses related to the Company’s public listing and compliance.

		Pursuant to the Consulting Services Agreement between Taiyang and Ningguo, Taiyang pays a consulting service fee to Ninnguo that is equal to all of Taiyang’s net income. According to the applicable PRC Enterprises Tax Law, such income is subject to business tax at a rate of 5% and enterprise income tax at a rate of 25%. We recognized income tax expense amounting to $379,805 in the three months ended March 31, 2011. No income tax or business tax expense was recognized in the three months ended March 31, 2010 since the Company did not pay profits in the form of management fees during this interim reporting period.

		The reconciliation between taxes computed by applying the statutory income tax rate of 25% applicable to the Company’s operations to income tax expense is:

	2011			2010

Income before income taxes	$	2,067,127		$	471,732

Income tax at statutory rate of 25% in 2011 and 0% in 2010		516,782			—
Non-taxable gain on derivative financial instruments		(227,498	)		—
Non-deductible expenses		90,521			—

Income tax expense	$	379,805		$	—

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

20.	Tax matters (continued):

	(a)	Income tax (continued)

		Tax declarations, together with other legal compliance areas, such as customs and currency controls are subject to review and investigation by various agencies and authorities, who are enabled by law to impose very severe fines, penalties and interest charges. These facts create tax risks in China substantially more significant than typically found in countries with more developed tax systems and structures. Various tax authorities could take differing positions on interpretive issues and the effect could be significant. The fact that a year has been reviewed does not close that year, or any tax declaration applicable to that year, from future review and assessment by tax authorities. If taxing authorities determine that there is an underpayment of taxes, they could impose a penalty between zero and five times the amount of taxes payable, at their discretion. Based on existing PRC tax regulations, the tax years of Taiyang and Ningguo for fiscal years 2006 through 2010 remain subject to examination by the tax authorities. Based on existing United States tax regulations, the tax years of parent for fiscal years 2003 through 2010 remain subject to examination by the tax authorities.

		The Company has not adopted any uncertain tax positions during the periods presented.

	(b)	Value added tax

		The Company is subject to value added tax (“VAT”) on products that it sells within the PRC. VAT payable is netted against VAT paid on purchases. Certain of the Company’s products, including duck eggs, seedlings, and feed products, are exempted from VAT as a result of government agricultural incentives. If taxing authorities determine that payment is late or there is an underpayment of taxes, they could impose a penalty between zero and five times the amount of taxes payable, at their discretion.

21.	Appropriated Retained Earnings:

		According to PRC corporate law, the Company is required each year to appropriate 10% of its after tax income as reported in its financial statements, prepared in accordance with PRC GAAP, to the statutory common reserve fund until the fund reaches 50% of the Company’s Registered Capital. This fund can be used to make up for any losses incurred in the future or be converted into paid-in capital, provided that the fund does not fall below 50% of Registered Capital. The Company did not make any transfers to the statutory common reserve fund during the three months ended March 31, 2011 or 2010.

22.	Commitments and contingencies:

	(a)	Commitments

		The Company leases certain of its facilities pursuant to non-cancellable lease agreements expiring at various times through 2037. The amount of rent on these facilities is not fixed, but is based on the government stipulated market price of grains multiplied by the grain yield per area. Because future rents on these facilities depends upon unknown future market and production factors, the amount of future commitment cannot be quantified. Rent expense for the three months ended March 31, 2011 and 2010 was $13,307 and $11,425, respectively.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

22.	Commitments and contingencies (continued):

	(b)	Contingencies

		In connection with the sale in June 2010 of a fertilizer plant partially constructed by the Company, the Company paid a deposit in the amount of $321,886 to acquire land use rights for the location on which the fertilizer plant is being constructed. The owner of the land use rights has agreed to transfer such rights to the Company upon completion of construction of the fertilizer plant, at which time the Company will transfer them to the buyer. The Company also agreed to allow the buyer of the fertilizer plant to use the Company’s name for marketing purposes for a period of two years from the sale date, and the buyer has allowed the assets comprising the fertilizer plant to continue to be pledged as collateral for bank loans by the Company that are secured by these assets.

		The Company regularly uses contract farmers to incubate ducks to be used for commercial processing. The Company pays the farmers a fixed fee per Duck when the duck has matured, which is after approximately 60 days. Fluctuations in the market price of ducks or duck meat could affect margins since these fees are fixed.

		During 2009, the Company made a loan to an unrelated third party, the balance of which was $916,017 and $907,468 as of March 31, 2011 and December 31, 2010, respectively. The third party pledged its assets to the bank as partial collateral for a bank loan in the amount of $1,492,961 borrowed by the Company. The loan receivable does not have a stated maturity date.

		During 2010, the Company made a loan to Jinyatai, a former subsidiary of Taiyang that was divested in 2005, the balance of which was $916,017 and $907,468 as of March 31, 2011 and December 31, 2010, respectively. Jinyatai pledged its assets as partial collateral for a bank loan in the amount of $2,290,041 borrowed by the Company. The loan receivable matured on January 7, 2011. Because the loan was not repaid by this date, the agreement between the Company and Jinyatai calls for Jinyatai to pay interest incurred by the Company on the bank loan. Through March 31, 2011, such interest amounted to $65,536.

		During 2010, the Company made a loan to an unrelated individual, the balance of which was $916,017 and $907,468 as of March 31, 2011 and December 31, 2010, respectively. The borrower pledged its assets as partial collateral for a bank loan in the amount of $3,358,727 borrowed by the Company. The loan receivable does not have a stated maturity date.

		The Company had additional unsecured loans receivable from unrelated parties totaling $2,097,368 and $1,545,722 outstanding at March 31, 2011 and December 31, 2010, respectively, which had no stated maturity date, and had no security. Subsequent to December 31, 2010 and through March 31, 2011, the Company has collected $458,008 of the outstanding balance. On May 11, 2011, the Company’s board of directors passed a resolution requiring that any new loans to directors, officers, or and any other related or unrelated parties shall require pre-approval from the board of directors (see notes 4 and 24(a)).

		As of March 31, 2011 and December 31, 2010, the Company had outstanding deposits from contract farmers securing loans in the amount of $3,027,435 and $2,769,291, respectively. These amounts are advanced to the Company from the proceeds of loans taken by the farmers. The loans taken by the farmers are guaranteed by the general credit of the Company. To ensure repayment of the loans by the farmers, the Company requires that the farmers advance the amount of the loan to the Company to be held as a deposit against the loan. The deposits are then returned when the loans mature.

		The Company does not maintain product liability insurance, and property and equipment insurance does not cover the full value of the property and equipment, which leaves the Company with exposure in the event of loss or damage to its properties or claims filed against the Company.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

22.	Commitments and contingencies (continued):

	(b)	Contingencies (continued)

		As of March 31, 2011 and December 31, 2010, $763,347 and $756,224 of the Company’s trade accounts receivable were pledged as collateral for bank loans outstanding. These bank loans contain a covenant that prohibit the past due accounts receivable balance from exceeding 5% of the total accounts receivable balance. The loan agreements do not specify a methodology for identifying what accounts are past due. The Company does not give defined standard payment terms to its customers. Accordingly, the Company cannot determine if it has breached this covenant. The Company believes that it is in compliance based on its interpretation of the covenant, but there is no guarantee that the lending bank would consider the Company compliant. The Company has not had any disputes with the lending bank regarding such covenants.

		As of March 31, 2011 and December 31, 2010, the Company had outstanding $4,845,348 and $4,268,057, respectively, of unsecured loans receivable from unrelated parties which bear interest at rates paid by the Company on similar third party loans payable and have no stated maturity date (see note 4). These loans, and other loans made by the Company during previous reporting periods, constitute inter-enterprise lending that violate the PRC General Lending Rules. A fine in the amount of one to three times the income generated by the Company from such inter-enterprise loans may be imposed by the People’s Bank of China, at their discretion, if the Company were found to be in violation of the PRC General Lending Rules. The Company estimates the range of potential fines to be between approximately $340,000 and $1,015,000 based on the guidelines established by PRC General Lending Rules, but such fines are levied discretion of the People’s Bank of China. In the opinion of management and its legal counsel, the probability of the fine being imposed is low and accordingly no provision has been made in the consolidated financial statements.

		As of March 31, 2011 and December 31, 2010, the Company had outstanding $559,316 and $Nil, respectively, of loans due from Wu Qiyou, the Company’s Chief Executive Officer. The amount receivable from Wu Qiyou was repaid on May 11, 2011. The Company has since discontinued the practice of lending funds to its officers and directors, and on May 11, 2011, the Company’s board of directors passed a resolution requiring board approval for all future loans to directors, officers, and unrelated parties. Such loans to executive officers are prohibited by Section 402 of the Sarbanes Oxley Act of 2002.

		For discussion of tax issues, see notes 20(a) and 20(b).

23.	Segmented and Geographical Information (restated, see note 24):

	The Company is structured and evaluated by its board of directors and management into three distinct business lines:

	●	Breeding Unit – breeds, hatches, and cultivates ducklings for resale and processing by the Food Unit
	●	Feed Unit – produces duck feed for internal use and external sale
	●	Food Processing Unit – processes ducklings into frozen raw food product for commercial resale.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

23.	Segmented and Geographical Information (restated, see note 24) (continued):

	Results of operations for the three months ended March 31, 2011 by business unit were:

						Food
	Breeding		Feed			Processing			Shared
	Unit		Unit			Unit			Costs (2)			Consolidated

Revenues (1)	$	4,773,781	$	82		$	740,987		$	—		$	5,514,850
Cost of goods sold (1)		2,514,115		74			670,183			—			3,184,372

Gross Profit		2,259,666		8			70,804			—			2,330,478

Sales and marketing expenses		6,837		—			—			—			6,837
General and administrative expenses (2)		531,922		40,261			135,927			350,344			1,058,454

Operating profit (loss)	$	1,720,907	$	(40,253	)	$	(65,123	)	$	(350,344	)	$	1,265,187

		(1)	Revenues and cost of goods sold reflect only sales to external customers. During the three months ended March 31, 2011, the Feed Unit made sales of duck feed product to the Breeding Unit totaling $2,958,936, and the Breeding Unit made sales of ducks to the Food Unit totaling $11,682. These amounts have been eliminated for purposes of these financial statements.

		(2)	Reflects legal, accounting, and other compliance costs shared amongst the business units

Results of operations for the three months ended March 31, 2010 by business unit were:

					Food
	Breeding		Feed		Processing		Shared
	Unit		Unit		Unit		Costs (2)			Consolidated

Revenues (1)	$	1,302,742	$	54,543	$	6,327,917	$	—		$	7,685,202
Cost of goods sold (1)		835,441		39,142		5,300,935		—			6,175,518

Gross Profit		467,301		15,401		1,026,982		—			1,509,684

Sales and marketing expenses		10,200		—		—		—			10,200
General and administrative expenses (2)		320,138		11,755		27,274		307,055			666,222

Operating profit (loss)	$	136,963	$	3,646	$	999,708	$	(307,055	)	$	833,262

		(1)	Revenues and cost of goods sold reflect only sales to external customers. During the three months ended March 31, 2010, the Feed Unit made sales of duck feed product to the Breeding Unit totaling $3,373,915, and the Breeding Unit made sales of ducks to the Food Unit totaling $71,211. These amounts have been eliminated for purposes of these financial statements.
		(2)	Reflects expenses associated with the Reverse Merger Transaction and legal, accounting, and other compliance costs shared amongst the business units

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

23.	Segmented and Geographical Information (restated, see note 24) (continued):

	Breeding Unit sales increased in the three months ended March 31, 2011 compared with the same period of 2010, primarily as a result of higher demand and market prices for ducklings in China. Because the Company generates its own ducklings from its biological assets, the cost of producing new ducklings does not fluctuate with the market selling price for the ducklings. Accordingly, when the market price for ducklings increases, the Company can maximize its profits by selling internally generated ducklings directly into the market, as opposed to using them as inputs for Food Unit products, since the market price of packaged Food Unit products does not fluctuate readily with the market price of the input ducklings.

	The Feed Unit realized minimal revenues in each of the three months ended March 31, 2011 and 2010, as products were primarily sold internally to the Breeding Unit. In the last three fiscal quarters of 2010, the Company made significant sales of feed products to external customers through one distributor, while continuing to supply the Breed Unit. The Company did not make any sales to this distributor in three months ended March 31, 2011. The Company will continue to attempt to market its feed products to external customers, primarily through feed distributors, and expects that it will continue to realize sales revenue from such products. However, because distribution of these products is currently concentrated in one distributor, sales are volatile, and the permanent loss of that distributor would materially adversely affect such sales.

	Food Unit sales were down in the three months ended March 31, 2011 as compared with three months ended March 31, 2010 as a result of higher market prices for ducklings, which resulted in more ducklings being sold to the market rather than being used internally for Food Unit products.

	During the three months ended March 31, 2011 and 2010, all of the Company’s sales were to customers located in the PRC.

	All of the Company’s assets are located in the PRC. The Company’s identifiable assets by business unit as of March 31, 2011 and December 31, 2010:

					Food
	Breeding		Feed		Processing		Corporate
	Unit		Unit		Unit		Assets		Consolidated

As of March 31, 2011 (unaudited)	$	35,055,601	$	10,742,921	$	7,535,946	$	5,258,712	$	58,593,180

As of December 31, 2010 (audited)		30,358,495	$	10,715,090	$	7,537,818	$	5,326,750		53,938,153

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

23.	Segmented and Geographical Information (restated, see note 24) (continued):

	Interest, depreciation expense, and amortization of land use rights for the three months ended March 31, 2011 and 2010 by business unit were:

						Food
		Breeding		Feed		Processing
	Year	Unit		Unit		Unit		Corporate		Consolidated

Interest expense	2011	$	252,187	$	75,832	$	—	$	234	$	328,253
	2010		322,274		66,257		—		8,014		396,545
Depreciation	2011		211,286		12,470		84,139		—		307,895
expense	2010		126,001		14,509		63,763		—		204,273
Amortization of	2011		28,101		2,555		26,047		—		56,703
land use rights	2010		9,374		160		25,038		—		34,572

24.	Restatement of Financial Statements:

	The Company has restated its financial statements as of March 31, 2011 and for the three month periods ended March 31, 2011 and 2010, to account for certain areas as described below.

	The accompanying financial statements reflect the following corrections:

		a)	The Company incorrectly applied the provisions of ASC Topic 805-40, “Reverse Acquisitions” with respect to the following: (i) the combination, elimination, and restatement of the shareholders’ equity section of the Company’s balance sheet and the related statement of shareholders’ equity were not appropriately applied as of November 10, 2010, and (ii) previously, the Company had reflected the operating results and financial positions of the Parent in periods prior to the Reverse Merger Transaction, whereas such results should not be reflected since Parent is the accounting acquiree.

		b)	The Company recognizes discounts against certain bank loan instruments that do not bear interest and have a stated maturity date. The Company previously recognized these discounts as interest income on the statement of operations. The discounts, amounting to $42,785 in the year ended December 31, 2008 and $42,061 in the year ended December 31, 2010, were reclassified from interest income to additional paid-in capital in prior periods to reflect the appropriate accounting.

		c)	The Company has restated its financial results for the year ended December 31, 2010, to record $165,431 to reflect the fair value of 988 ordinary shares of Dynamic Ally that were issued to holders of convertible loans issued in March 2010 (see note 14(c)) that should have been recorded as interest expense in the fourth fiscal quarter of 2010. The balances of additional paid in capital and unappropriated retained earnings as of March 31, 2011 and December 31, 2011 have been adjusted accordingly.

		d)	Liquidated damages in the amount of $562,746 related to the November 2010 financing should have been accrued as a contingent liability in the year ended December 31, 2010. The Company has adjusted the December 31, 2010 appropriated retained earnings and accrued liabilities to reflect this adjustment, and also removed $241,227 of liquidated damages accrual that was charged to interest expense in the three months ended March 31, 2011.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

24.	Restatement of Financial Statements (continued):

		e)	The Company has restated its financial results for the year ended December 31, 2010, to record additional income tax expense of $198,631 resulting from termination of operating agreements between Ninnguo and Dynamic Ally. The balances of income tax payable and unappropriated retained earnings as of June 30, 2011 and December 31, 2011 have been adjusted accordingly.

		f)	The Company has reclassified $13,380 in the three months ended March 31, 2010 from general and administrative expense to interest expense to properly reflect the amortization of a discount on convertible loans entered into in March 2010.

	These corrections resulted in adjustments to the following financial statement line items as of March 31, 2011 and December 31, 2010, and for the three month periods ended March 31, 2011 and 2010:

	As Previously Reported						Adjustments						As Restated
	Mar 31,			Dec 31,			Mar 31,			Dec 31,			Mar 31,			Dec 31,
	2011			2010			2011			2010			2011			2010
	(unaudited)			(audited)			(unaudited)			(audited)			(unaudited)			(audited)
Consolidated Balance Sheets
Trade accounts payable and accrued expenses	$	3,477,661		$	2,858,112		$	314,054		$	555,281		$	3,791,715		$	3,413,393
Income tax payable		884,272			504,467			198,631			198,631			1,082,903			703,098
Total current liabilities		19,453,260			17,280,671			512,685			753,912			19,965,945			18,034,583
Total liabilities		30,577,565			28,296,721			512,685			753,912			31,090,250			29,050,633
Additional paid-in capital		4,814,439			4,119,015			8,100,340			8,100,340			12,914,779			12,219,355
Unappropriated retained earnings		20,453,497			19,007,402			(8,612,141	)		(8,853,368	)		11,841,356			10,154,034
Cumulative translation adjustment		1,383,327			1,151,238			(884	)		(884	)		1,382,443			1,150,354
Total equity		28,015,615			25,641,432			(512,685	)		(753,912	)		27,502,930			24,887,520

Consolidated Statements of Operations and Comprehensive Income
Revenues	$	5,514,850		$	7,688,952			—		$	(3,750	)	$	5,514,850		$	7,685,202
Gross Profit		2,330,478			1,513,434			—			(3,750	)		2,330,478			1,509,684
General and administrative expenses		1,058,454			694,750			—			(28,528	)		1,058,454			666,222
Operating profit		1,265,187			808,484			—			24,778			1,265,187			833,262
Interest expense, net		(569,480	)		(383,165	)		241,227			(13,380	)		(328,253	)		(396,545	)
Income before income taxes		1,825,900			460,334			241,227			11,398			2,067,127			471,732
Net income		1,446,095			460,334			241,227			11,398			1,687,322			471,732
Comprehensive income		1,678,184			462,724			241,227			11,398			1,919,411			474,122
Earnings per share - basic and diluted		0.15			0.06			0.02			0.01			0.17			0.07
Weighted average number of common shares outstanding: Basic and diluted		9,902,088			8,113,407			—			(1,535,856	)		9,902,088			6,577,551

Consolidated Statements of Cash Flows
Net income for the period		1,446,095			460,334			241,227			11,398			1,687,322			471,732
Depreciation and amortization		364,598			238,930			—			(85	)		364,598			238,845
Interest expense allocated to debt		4,473			23,995			(4,473	)		(23,995	)		—			—
Amortization of debt discount		—			—			4,473			15,338			4,473			15,338
Imputed interest expense		—			—			—			8,657			—			8,657
Trade accounts receivable		159,315			(1,895,716	)		—			3,750			159,315			(1,891,966	)
Trade accounts payable and accrued expenses		594,715			(1,226,876	)		42,390			(4,088	)		637,105			(1,230,964	)
Net cash provided by (used in) operating activities		(1,549,211	)		(3,148,443	)		283,617			10,975			(1,265,594	)		(3,137,468	)
Deposits against equipment and land use rights		(854,202	)		(1,460,579	)		399,436			—			(454,766	)		(1,460,579	)
Purchase of property and equipment		283,233			(472,828	)		(683,053	)		—			(399,820	)		(472,828	)
Net cash used in investing activities		(666,731	)		(1,996,716	)		(283,617	)		—			(950,348	)		(1,996,716	)
Capital investment, net of offering costs of $130,500 in 2011 and $Nil in 2010		1,019,500			8,400			—			(8,400	)		1,019,500			—
Net cash provided by financing activities		2,151,849			4,890,276			—			(8,400	)		2,151,849			4,881,876
Net increase in cash and cash equivalents		(83,384	)		(256,450	)		—			2,575			(83,384	)		(253,875	)
Cash and cash equivalents, beginning of period		1,930,319			611,635			—			(6,243	)		1,930,319			605,392
Cash and cash equivalents, end of period		1,846,935			355,185			—			(3,668	)		1,846,935			351,517

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

24.	Restatement of Financial Statements (continued):

	As Previously Reported				Adjustments						As Restated
	2011		2010		2011			2010			2011		2010
	(unaudited)		(unaudited)		(unaudited)			(unaudited)			(unaudited)		(unaudited)
Consolidated Statements of Shareholders’ Equity
Number of Shares
Balance as at December 31, 2009 (audited)		—		510,423		—			6,067,128			—		6,577,551
Capital contribution		—		5,600		—			(5,600	)		—		—
Balance as at March 31, 2010 (unaudited)		—		516,023		—			6,061,528			—		6,577,551

Common stock
Balance as at December 31, 2009 (audited)		—		510		—			6,068			—		6,578
Capital contribution		—		6		—			(6	)		—		—
Balance as at March 31, 2010 (unaudited)		—		516		—			6,062			—		6,578

Additional paid-in capital
Balance as at December 31, 2009 (audited)		—		145,550		—			5,722,798			—		5,868,348
Capital contribution		—		8,394		—			(8,394	)		—		—
Imputed interest expense		—		—		—			8,657			—		8,657
Balance as at March 31, 2010 (unaudited)		—		153,944		—			5,723,061			—		5,877,005

Balance as at December 31, 2010 (audited)		4,119,015		—		8,100,340			—			12,219,355		—
Balance as at March 31, 2011 (unaudited)		4,814,439		—		8,100,340			—			12,914,779		—

Unappropriated retained earnings
Balance as at December 31, 2009 (audited)		—		13,006,176		—			(5,736,183	)		—		7,269,993
Capital contribution of subsidiary		—		10,000		—			(10,000	)		—		—
Imputed interest expense		—		8,656		—			(8,656	)		—		—
Net income for the year		—		460,334		—			11,398			—		471,732
Balance as at March 31, 2010 (unaudited)		—		13,485,166		—			(5,743,441	)		—		7,741,725

Balance as at December 31, 2010 (audited)		19,007,402		—		(8,853,368	)		—			10,154,034		—
Net income for the year		1,446,095		—		241,227			—			1,687,322		—
Balance as at March 31, 2011 (unaudited)		20,453,497		—		(8,612,141	)		—			11,841,356		—

Cumulative translation adjustment
Balance as at December 31, 2010 (audited)		1,151,238		—		(884	)		—			1,150,354		—
Balance as at March 31, 2011 (unaudited)		1,383,327		—		(884	)		—			1,382,443		—

Total equity
Balance as at December 31, 2009 (audited)		—		14,722,205		—			(7,317	)		—		14,714,888
Capital contribution		—		8,400		—			(8,400	)		—		—
Capital contribution of subsidiary		—		10,000		—			(10,000	)		—		—
Imputed interest expense		—		8,656		—			1			—		8,657
Net income for the year		—		460,334		—			11,398			—		471,732
Balance as at March 31, 2010 (unaudited)		—		15,211,985		—			(14,318	)		—		15,197,667

Balance as at December 31, 2010 (audited)		25,641,432		—		(753,912	)		—			24,887,520		—
Net income for the year		1,446,095		—		241,227			—			1,687,322		—
Balance as at March 31, 2011 (unaudited)		28,015,615		—		(512,685	)		—			27,502,930		—

The cumulative effect of the prior period adjustments on the opening retained earnings as of December 31, 2010 was $1,011,654. The effect on prior period net income was also $1,011,654, of which $42,875 related to fiscal years ended prior to December 31, 2008, and $968,869 related to the year ended December 31, 2010.

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three Months Ended March 31, 2011 and 2010

25.	Subsequent events:

	(a)	Collection of loans receivable

		The Company had unsecured loans receivable from unrelated parties totaling $1,254,942 and $1,545,722 outstanding at March 31, 2011 and December 31, 2010, respectively. Subsequent to December 31, 2010 and through March 31, 2011, the Company has collected $458,008 of the outstanding balance (see note 4). On May 11, 2011, the Company’s board of directors passed a resolution requiring that any new loans to directors, officers, or unrelated parties shall require pre-approval from the board of directors.

	(b)	Repayment of bank loans payable

		Subsequent to March 31, 2011 and through May 13, 2011, the Company made repayment on bank loans payable totaling $763,347.

	(c)	Repayment of amounts due from related parties

		As of March 31, 2011, the Company had an outstanding loan receivable from Wu Qiyou in the amount of $559,316. This loan was repaid on May 11, 2011. The Company has since discontinued the practice of lending funds to its officers and directors, and on May 11, 2011, the Company’s board of directors passed a resolution requiring board approval for all future loans to directors, officers, and any other related or unrelated parties (see note 7).

ITEM 2.

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management’s current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of its management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that its assumptions are based upon reasonable data derived from and known about our business and operations and the business and operations of the Company. No assurances are made that actual results of operations or the results of our future activities will not differ materially from its assumptions. Factors that could cause differences include, but are not limited to, expected market demand for the Company’s services, fluctuations in pricing for materials, and competition.

Overview

We are a private breeder and seller of ducks and duck parts in the PRC. Our wholly-owned subsidiary, Dynamic, was incorporated in the British Virgin Islands on March 2, 2010. Dynamic owns 100% of the issued and outstanding capital stock of Ningguo. On May 26, 2010, Ningguo entered into a series of contractual agreements with Taiyang, in which Ningguo effectively assumed management of the business activities of Taiyang and has the right to appoint all executives and senior management and the members of the board of directors of Taiyang. The contractual arrangements are comprised of a series of agreements, including a Consulting Services Agreement and Operating Agreement, through which Ningguo has the right to advise, consult and manage Taiyang and its business operations for a quarterly consulting fee equal to all of Taiyang’s quarterly net profit. We will receive distributions from our consolidated affiliates only to the extent service fees are paid to Ningguo under these series of agreements and further distributed as dividends or other shareholder distributions by Ningguo. To secure payment of the service fees, Taiyang’s shareholders have pledged their rights, titles and equity interest in Taiyang as security for Ningguo to collect the consulting fee from Taiyang through an Equity Pledge Agreement. In order to further reinforce Ningguo’s rights to control and manage Taiyang, Taiyang’s shareholders have granted Ningguo the exclusive right to exercise their voting rights pursuant to a Voting Rights Proxy Agreement, as well as the exclusive right and option to acquire all of their equity interests in Taiyang through an Option Agreement.

Taiyang was established in May 1996 under the laws of the PRC. Taiyang raises, processes and markets ducks and duck related food products through three business lines:

	●	Breeding Unit – breeds, hatches, and cultivates ducklings for resale and processing by the Food Processing Unit;
	●	Feed Unit – produces duck feed for internal use and external sale; and
	●	Food Processing Unit – processes ducklings into frozen raw food product for commercial resale.

The contractual arrangements completed in May 2010 provide that Dynamic has a controlling interest in Taiyang as defined by FASB Accounting Standards Codification 810, “Consolidation”, Section 10-15, “Variable Interest Entities”, which requires Dynamic to consolidate the financial statements of Ningguo and Taiyang.

Accordingly, the financial statements reflect the consolidated financial results of Dynamic, Ningguo, and Taiyang.

For the Three Months ended March 31, 2011 and 2010

Revenues

Revenues for the three months ended March 31, 2011 and 2010 were $5,514,850 and $7,688,952, respectively. Revenues by business unit were as follows:

	Three months ended March 31,
	2011		2010
	(unaudited)		(unaudited)
Breeding Unit	$	4,773,781	$	1,306,492
Feed Unit		82		54,543
Food Unit		740,987		6,327,917

	$	5,514,850	$	7,688,952

Breeding Unit sales increased in the three months ended March 31, 2011 compared with the same period of 2010, primarily as a result of higher demand and market prices for ducklings in China. Because we generate our own ducklings from our biological assets, the cost of producing new ducklings does not fluctuate with the market selling price for the ducklings. Therefore, when the market price for ducklings increases, we can maximize our profits per duckling by selling internally generated ducklings directly into the market, as opposed to using them as inputs for Food Unit products, since the market price of packaged Food Unit products does not fluctuate readily with the market price of the input ducklings. Accordingly, this strategy may result in lower revenues compared to prior periods, with a corresponding increase in gross profit. This is the case in the three months ended March 31, 2011 as compared to the three months ended March 31, 2010, when our consolidated revenues decreased by $2,174,102, or 28%, but we saw an overall increase in our gross profit of $817,044, or 54%, because of the increase in the market price of ducks. Our average sales price for a duckling was approximately $1.07 in the three months ended March 31, 2011, as compared to $0.45 in the three months ended March 31, 2010. Our average sales price for grown commercial processing ducks was approximately $1.17 per kilogram in the three months ended March 31, 2011, as compared to $0.85 per kilogram in the three months ended March 31, 2010. We expect our sales to continue to fluctuate with the market price of ducks, and we intend to continue to shift our sales mix accordingly between ducks and food product to maximize our profits as the market conditions change.

The Feed Unit realized minimal sales in each of the three months ended March 31, 2011 and 2010, as products were primarily sold internally to the Breeding Unit. In the last three fiscal quarters of 2010, we made significant sales of feed products to external customers through one distributor, while continuing to supply the Breed Unit. We did not make any sales to this distributor in three months ended March 31, 2011. We will continue to attempt to market our feed products to external customers, primarily through feed distributors, and expect that we will continue to realize sales revenue from such products. However, because distribution of these products is currently concentrated in one distributor, sales are volatile, and the permanent loss of that distributor would materially adversely affect such sales.

Food Unit sales were down in the three months ended March 31, 2011 as compared with three months ended March 31, 2010 as a result of higher market prices for ducklings, which resulted in more ducklings sold to market rather than being used internally for Food Unit products. When market prices of ducks is unusually high, on a consolidated basis we can make higher profits by selling ducks into the market rather than processing them into food products, which have a more stable market price, and thus will yield lower margins when the input costs increase. Because the total number of ducks produced by our Breeding Unit is fairly constant, we can maximize our profits by selling more live ducks when their market price is high, and by selling more food products when the market price of ducks is low. Accordingly, sales of Food Unit products decreased substantially from 2010 to 2011 as a larger portion of the ducks produced at our facility were sold directly by the Breeding Unit due to the higher market price in 2011 relative to 2010, rather than being processed and sold as food product.

Revenues shown above reflect only sales to external customers. We also made substantial internal sales during the three months ended March 31, 2011 and 2010, as follows:

	Buying Unit
	Three months ended March 31, 2011						Three months ended March 31, 2010
	Breeding		Feed		Food		Breeding		Feed		Food
Selling Unit	Unit		Unit		Unit		Unit		Unit		Unit

Breeding Unit	$	—	$	—	$	11,682	$	—	$	—	$	71,211
Feed Unit		2,958,936		—		—		3,373,915		—		—
Food unit		—		—		—		—		—		—

	$	2,958,936	$	—	$	11,682	$	3,373,915	$	—	$	71,211

During the three months ended March 31, 2011 and 2010, all of our sales were to customers located in the PRC. Our most significant intercompany sales are sales of feed product from the Feed Unit to the Breeding Unit.

Cost of goods sold and gross margin

Cost of goods sold for the three months ended March 31, 2011 and 2010 were $3,184,372 and $6,175,518, respectively. Cost of goods sold consists principally of the cost of grains and fees paid to subcontracted farmers to raise commercial ducklings. The cost of grains fluctuates due to market, political, and economic factors that are beyond our control. A dramatic increase in the price of grain could reduce profit margins and adversely affect our results of operations if we are unable to pass such increased costs on to customers. Gross margins on revenues for the three months ended March 31, 2011 and 2010 were 42% and 20%, respectively. The increased gross margin was primarily the result of increased sales prices of duck, disproportionate to the relatively smaller increase in cost of grains and other materials used to raise ducks. As a result, margins on duck sales increased from 36% in the three months ended March 31, 2010 to 47% in the three months ended March 31, 2011.

Sales and marketing expenses

Sales and marketing expenses for the three months ended March 31, 2011 and 2010 were $6,837 and $10,200, respectively. The slight decrease resulted from lower personnel and travel expenses in 2011.

General and administrative expenses

General and administrative expenses for the three months ended March 31, 2011 and 2010 were $1,058,454 and $666,222, respectively, and are comprised of expenses related to corporate administration, accounting, and other shared corporate costs. General and administrative expenses were higher during the three months ended March 31, 2011 due to (i) bad debt reserve of $153,803 in the three months ended March 31, 2011, (ii) higher overhead costs in 2011 associated with corporate growth, and more staffing for the public transaction and post-transaction accounting and administrative requirements of $180,261, and (iii) business tax of $79,959 incurred in 2011, offset by lower public compliance costs in 2011 by $21,791 resulting from accounting, legal and other professional costs incurred in 2010 in preparation of becoming public.

Loss on change in fair value of derivative financial instruments

The warrants issued in our financing transactions completed in November 2010 and March 2011 do not meet all of the established criteria for equity classification in FASB ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, and accordingly, are recorded as derivative liabilities at fair value. Changes in the fair value of the warrants are charged or credited to income each period. During the three months ended March 31, 2011, we recognized income resulting from a decrease in the fair value of derivative financial instruments in the amount of $909,993. The gain is primarily a result of a decrease in our stock price from $2.50 at December 31, 2010 to $1.50 at March 31, 2011, resulting in a decrease in the fair value of derivative liabilities with an offsetting gain on the statement of operations.

Other income

Other income in the amount of $174,013 in the three months ended March 31, 2011 is primarily attributable to dividend income from a long term investment in a local credit cooperative.

Subsidy income

From time to time, we receive subsidies from the PRC government. Subsidies used for current period expenditures are recognized as income in the period in which the benefit from the subsidy is realized. Certain of the subsidies are earmarked for particular capital improvement projects, and the completed projects must be approved by the government to ensure specifications were met. Subsidies that relate to depreciable property and equipment are recorded as an offset to the related capital accounts to which the subsidy relates.

During the three months ended March 31, 2011 and 2010, we recognized subsidy income of $46,187 and $35,015, respectively.

Interest expense

Interest expense (net) for the three months ended March 31, 2011 and 2010 was as follows:

	Three months ended March 31,
	2011			2010
	(unaudited)			(unaudited)
Interest income	$	(75,877	)	$	(693	)
Interest expense		368,540			329,639
Bank fees		31,117			43,605
Amortization of debt discount		4,473			15,338
Imputed interest expense		—			8,656

	$	328,253		$	396,545

Interest income is derived from interest earned on bank deposits, loans receivable, and cash and cash equivalents, and was lower in the three months ended March 31, 2011 than the three months ended March 31, 2010 due to lower average interest-bearing cash deposits in 2011 than in 2010. Interest expense relates to interest accrued on bank loans and credit facilities, and bank fees relating to cash accounts, and was higher in 2011 than in 2010 due to higher average bank loan balances in 2011 than in 2010. We also recognized interest expense to amortize discounts on the face value of certain zero-interest loans with a stated maturity date. Imputed interest expense represents interest expense on zero interest debt with no maturity date.

Income tax expense

Pursuant to the Consulting Services Agreement between Taiyang and Ningguo, Taiyang pays a consulting service fee to Ninnguo that is equal to all of Taiyang’s net income. According to the applicable PRC Enterprises Tax Law, such income is subject to enterprise income tax at a rate of 25%. We recognized income tax expense amounting to $379,805 in the three months ended March 31, 2011.

Net income

Net income for the three months ended March 31, 2011 and 2010 was $1,687,322 and $471,732, respectively. The higher income in 2011 was the result of (i) a gain on the change in fair value of derivative financial instruments in the amount of $909,993 in 2011, (ii) increased gross profit of $820,794 in 2011, resulting primarily from the Breeding Unit as margins improved due to higher market prices for ducks, (iii) higher other income by $174,013 in 2011, resulting primarily from investment income earned on our investment in a local credit cooperative, and (iv) higher subsidy income by $11,172 in 2011, and (v) lower sales and marketing expense by $3,363 in 2011. These amounts were offset by (i) income tax expense of $379,805 in 2011 as a result of our contractual arrangements that came into effect in May 2010, (ii) higher general and administrative expenses by $392,232 in 2011, and (iii) higher interest expense by $68,292 in 2011.

Liquidity and Capital Resources

Capital Resources

As of March 31, 2011 and December 31, 2010, we had unrestricted cash balances of $1,846,935 and $1,930,319, respectively, and working capital deficiency of $620,012 and $2,695,440, respectively. The improvement in working capital from December 31, 2010 to March 31, 2011 was caused by completion of the financing for net cash proceeds of $1,019,500 during March 2011, as well as continued profitable operations in 2010 and 2011.

Prior to the Reverse Merger Transaction in November 2010, we financed our operations through a combination of operating profit and short-term and long-term borrowings from banks. During the reporting periods, we arranged a number of bank loans to satisfy our financing needs. As of March 31, 2011, we have not experienced any difficulty in raising funds through bank loans, and have not experienced any liquidity problems in settling our payables in the normal course of business and refinancing, extending, or repaying bank loans when they come due.

Significant Liquidity Events

In March 2011, we consummated the sale of an aggregate 575,000 shares of common stock at a price of $2.00 per share for gross cash proceeds of $1,150,000, and net proceeds of $1,019,500. In connection therewith, we also issued to the investors warrants to purchase 143,750 shares of common stock at an exercise price of $4.00 per share and a contractual term of three years, as well as 46,000 placement agent warrants with an exercise price of $4.00 and a contractual term of five years.

In November 10, 2010, we consummated the sale of an aggregate 2,920,392 shares of common stock to eight investors at a price of $2.00 per share for gross cash proceeds of $5,107,472, and the exchange of $549,984 in previously issued debentures that were converted into common stock. Net cash proceeds were $5,180,358 after the debt conversion, commissions, and offering costs. In connection therewith, we also issued to the investors warrants to purchase 730,098 shares of common stock at an exercise price of $4.00 per share and a contractual term of three years, as well as 226,298 placement agent warrants with an exercise price of $4.00 and a contractual term of five years.

The proceeds from these financing transactions are being used principally to construct a new cooked food processing line at our facilities in Ningguo City, PRC. Upon completion of the cooked food processing line, which is expected to be completed in late 2011, we intend to manufacture, market, and sell ready-to-eat cooked food products through new and existing distribution channels. We believe that the demand for these types of finished food products is very strong in China, and we expect demand to remain strong for the foreseeable future as the urban Chinese “middle class” continues to expand. Cooked food products are expected to yield higher profit margins than our current products. The expected cost of the new production line is approximately $4.5 million.

In addition to these financings, we have historically funded our operations through bank debt. During our fiscal year ended December 31, 2010 we were able to restructure a substantial portion of our bank debt from current to long term. Bank loans outstanding as of March 31, 2011 and December 31, 2010:

	March 31,		December 31,
	2011		2010
	(unaudited)		(audited)
Loans payable, current portion	$	9,465,504	$	7,864,727
Loans payable, long term portion		11,124,305		11,016,050

	$	20,589,809	$	18,880,777

Our long term debt comes due as follows:

April 1 to December 31, 2012	$	2,327,341
2013		5,375,893
2014		3,421,071

Cash Flow Statement

The following table sets forth a summary of our cash flows for the three months ended March 31, 2011 and 2010:

	Three months ended March 31,
	2011			2010
	(unaudited)			(unaudited)
Net cash generated from (used in) operating activities	$	(1,265,594	)	$	(3,137,468	)
Net cash used in investing activities		(950,348	)		(1,996,716	)
Net cash provided by financing activities		2,151,849			4,881,876
Effect of exchange rate difference on cash and cash equivalents		(19,291	)		(1,567	)
Cash and cash equivalents, beginning of period		1,930,319			605,392
Cash and cash equivalents, end of period		1,846,935			351,517

Net cash used in operations in the three months ended March 31, 2011 and 2010 was $1,265,594 and $3,137,468, respectively. The decreased cash usage is due to increased net income from improved gross profit in the Breeding Unit. Additionally, our accounts payable and accrued expenses decreased as we paid down our trade payables from available cash. Offsetting these increases to cash was an increase in inventory purchases and prepaid expenses.

Net cash used in investing activities decreased to $950,348 in the three months ended March 31, 2011 from $1,996,716 in the three months ended March 31, 2010. We increased investment in our breeding infrastructure during three months ended March 31, 2010 in order to position our company to support rapid growth. We have invested heavily into duck farms 5, 6, 7 and 8 in order to support the capacity expansion. Expenditures were higher on these projects in 2010 than in 2011.

Net cash provided by financing activities was $2,151,849 in the three months ended March 31, 2011, as compared with $4,881,876 in the three months ended March 31, 2010. Repayments received (net of advances made) pursuant to loans receivable were ($535,354) in 2011, compared with $788,780 in 2010. Advances received (net of repayments made) pursuant to loans payable were $145,934 in 2011, as compared with $1,347,228 in 2010. Bank borrowings, net of repayments, were $1,521,769 in 2011 as compared with $2,190,868 in 2010. During 2010, we borrowed $555,000 in the form of a convertible note payable to fund costs associated with the Reverse Merger Transaction. We also received $1,019,500 from the March 2011 financing.

Contractual Obligations

The following table sets forth our long term debt and other long term commitments as of March 31, 2011:

Contractual Obligations	Total		< 1 year		1-3 years		3-4 Years		> 5 years
Debt	$	20,589,809	$	9,465,504	$	11,124,305	$	—	$	—
Operating Leases (1)		—		—		—		—		—

Total Contractual Obligations	$	20,589,809	$	9,465,504	$	11,124,305	$	—	$	—

(1)

Taiyang leases certain of its facilities pursuant to non-cancellable lease agreements expiring at various times through 2037. The amount of rent on these facilities is not fixed, but is based on the government stipulated market price of grains multiplied by the grain yield per area. Because future rents on these facilities depend upon unknown future market and production factors, the amount of future commitment cannot be quantified.

We believe that our current working capital is sufficient to sustain operations for at least the next 12 months.

Off-Balance Sheet Arrangements

None.

Financial Instruments and Other Instruments

Our financial instruments consist of cash and cash equivalents, trade accounts receivable, loans receivable, other receivables, prepaid and other current assets, amounts due from/to related parties, trade accounts payable and accrued liabilities, other accounts payable, and current loans payable. The fair values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments. Cash has been valued using the market value technique.

Critical Accounting Policies

See the disclosure regarding critical accounting policies in note 2(a) to our financial statements included herewith.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required under Regulation S-K for “smaller reporting companies.”

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of disclosure controls and procedures.

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in 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. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weaknesses described below, our disclosure controls and procedures are not designed at a reasonable assurance level and are ineffective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is not accumulated nor communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The material weaknesses, which relate to internal control over financial reporting, that were identified are:

	a)	We did not have sufficient personnel in our accounting and financial reporting functions. As a result we were not able to achieve adequate separation of duties and were not able to provide for adequate reviewing of the financial statements. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis;

	b)	We did not have critical accounting policies and procedures in place to provide guidance to accounting personnel. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis;

	c)	We did not have formal anti fraud policies and procedures in place, nor do we conduct annual fraud risk assessments. This control deficiency is pervasive in nature. Further, there is a reasonable possibility that material misstatements of the financial statements including disclosures will not be prevented or detected on a timely basis as a result;

	d)	Our tone at the top was not sufficient to assure the directives of our Board of Directors were followed. Management did not obtain approval of the Board prior to entering into certain material contracts and agreements;

	e)	We do not have adequate procedures in place to detect related party transactions which give rise to potential conflicts of interest;

	f)	The Company incorrectly applied certain provisions of ASC Topic 805-40, “Reverse Acquisitions”, which resulted in the restatement of its financial statements for the year ended December 31, 2010;

	g)	Management improperly recognized discounts on certain bank loan instruments as interest income instead of additional paid in capital, resulting in the restatement of its financial statements for the year ended December 31, 2010;

	h)	Management failed to recognize interest expense associated with the fair value of ordinary shares issued to holders of convertible loans which were part of the Reverse Merger Transaction, resulting in the restatement of its financial statements for the year ended December 31, 2010;

	i)	Liquidated damages associated with the November 2010 financing were improperly calculated and recorded. This resulted in the restatement of the Company’s financial statements for the year ended December 31, 2010 and for the quarter ended March 31, 2010;

	j)	An accounting classification error resulting from discount amortization on convertible loans was not properly detected, resulting in an overstatement of general and administrative expense and an understatement of interest expense of like amounts. This resulted in the restatement of the Company’s financial statements for the year ended December 31, 2010; and

	k)	Management failed to recognize the effect on income tax expense resulting from the termination of certain operating agreements, which resulted in the restatement of the Company’s financial statements for the year ended December 31, 2010.

We are committed to improving our accounting and financial reporting functions. As part of this commitment, we will create a segregation of duties consistent with control objectives and intend to institute formal accounting policies and procedures and fraud risk assessments. Management believes that hiring additional knowledgeable personnel will remedy the lack of sufficient personnel in our accounting and financial reporting functions to achieve adequate segregation of duties. Additional personnel will also provide the cross training needed to support us if personnel turnover issues within the department occur. We believe this will greatly decrease any control and procedure issues we may encounter in the future.

Furthermore, the implementation of accounting policies and procedures will provide proper guidance to our accounting personnel to ensure that transactions are properly accounted for in a timely manner. In addition, conducting an annual fraud risk assessment will help to prevent possible material misstatements of financial statements and provide an additional mechanism to detect irregularities with our financial accounting procedures. Although these remediation efforts are underway, the above material weaknesses will not be considered remediated until new controls over financial reporting are fully designed and operating effectively for an adequate period of time.

We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changes in Internal Control Over Financial Reporting.

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

On March 7, 2011, the Board of Directors approved a Code of Conduct that applies to all employees, directors, and officers. We believe the adoption and implementation of a Code of Conduct resolves one of our prior material weaknesses. Other than the implementation of the Code of Conduct, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

None

ITEM 1A.

RISK FACTORS.

Not required under Regulation S-K for “smaller reporting companies.”

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On March 7 and March 17, 2011, we completed the sale of an aggregate 575,000 shares of common stock to eight investors at a price of $2.00 per share for gross cash proceeds of $1,150,000. In connection with this financing, we also issued to the investors warrants to purchase 143,750 shares of common stock at an exercise price of $4.00 per share and a contractual term of three years, as well as 46,000 placement agent warrants with an exercise price of $4.00 and a contractual term of five years. The securities were issued in a private placement transaction pursuant to Regulation D under the Securities Act of 1933, as amended.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4.

(REMOVED AND RESERVED).

ITEM 5.

OTHER INFORMATION.

None

ITEM 6.

EXHIBITS.

Exhibit
Number	Exhibit Description
31.01	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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

	ANHUI TAIYANG POULTRY CO., INC.

Date: November 18, 2011	By:	/s/ WU QIYOU
		Wu Qiyou
		Chief Executive Officer (Principal Executive Officer)

Date: November 18, 2011	By:	/s/ DAVID DODGE
		David Dodge
		Chief Financial Officer (Principal Accounting Officer)

ANHUI TAIYANG POULTRY CO INC - FORM 10-Q/A - November 18, 2011

Attached files

ANHUI TAIYANG POULTRY CO INC Reports