China Xuefeng Environmental Engineering Inc. - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - China Xuefeng Environmental Engineering Inc.	Financial_Report.xls
EX-32.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF THE COMPANY, PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - China Xuefeng Environmental Engineering Inc.	exhibit322.htm
EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - China Xuefeng Environmental Engineering Inc.	exhibit312.htm
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - China Xuefeng Environmental Engineering Inc.	exhibit311.htm
EX-32.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF THE COMPANY, PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - China Xuefeng Environmental Engineering Inc.	exhibit321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the Quarterly Period Ended February 28, 2014

r 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: 333-175483

China Xuefeng Environmental Engineering Inc.

(Exact name of registrant as specified in its charter)

Nevada	99-0364975
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.

C214. Fitting Integration Building, Fazhan Road to Sugian Gate Section Jiangsu Province, China	223800
(Address of principal executive offices)	(Zip Code)

+86 (527) 8437-0508

(Registrant’s telephone number, including area code)

Not Applicable

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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 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	(Do not check if a smaller reporting company)	Smaller reporting company	x

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 April 17, 2014, there were 55,200,000 outstanding shares of common stock of the registrant, par value $.001 per share.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC.

QUARTERLY REPORT ON FORM 10-Q

February 28, 2014

TABLE OF CONTENTS

	PART I—FINANCIAL INFORMATION	Page

Item 1.	Financial Statements.	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	37

Item 4.	Controls and Procedures.	37

	PART II—OTHER INFORMATION

Item 1.	Legal Proceedings.	38

Item 1A.	Risk Factors.	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	38

Item 3.	Defaults Upon Senior Securities.	38

Item 4.	Mine Safety Disclosures.	38

Item 5.	Other Information.	38

Item 6.	Exhibits.	38

Signatures		39

CERTAIN USAGE OF TERMS

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company,” or “the Company” are to the combined business of China Xuefeng Environmental Engineering Inc. (formerly known as NYC Moda Inc.).

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

CHINA XUEFENG ENVIRONMENTAL

ENGINEERING INC. AND SUBSIDIARIES

Consolidated Financial Statements for the

Three and Nine Months Ended February 28, 2014 and 2013

CHINA XUEFENG ENVIRONMENTAL ENGINEERING, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013

CONTENTS	PAGE

CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated Balance Sheets	3

Consolidated Statements of Income and Comprehensive Income	5

Consolidated Statement of Changes in Stockholders’ Equity	7

Consolidated Statements of Cash Flows	8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	9

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN U.S.$)

	February 28,		May 31,
ASSETS	2014		2013
	(Unaudited)

Current assets:
Cash	$	19,651,351	$	16,341,986
Prepaid expenses		132,152		97,496
Deferred income taxes		12,240		333,300

Total current assets		19,795,743		16,772,782

Fixed assets, net		27,648		21,851

Other assets:
Prepayment for acquisition of land use right		816,000		808,000

TOTAL ASSETS	$	20,639,391	$	17,602,633

See accompanying notes to the consolidated financial statements.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN U.S.$)

	February 28,		May, 31
LIABILITIES AND STOCKHOLDERS’ EQUITY	2014		2013
	(Unaudited)

Current liabilities:
Deferred revenue	$	2,203,200	$	1,333,200
Taxes payable		111,466		606,777
Loan from stockholders		215,143		182,526
Accrued liabilities and other payables		45,413		32,817
Total current liabilities		2,575,222		2,155,320

Stockholders’ equity:
Common stock, $0.001 par value per share,75,000,000 shares authorized; 55,200,000 shares issued and outstanding as of February 28, 2014 and May 31, 2013		55,200		55,200
Additional paid-in capital		11,389,049		11,389,049
Statutory reserve fund		545,852		309,655
Retained earnings		4,988,121		2,880,650
Other comprehensive income		547,220		396,533

Stockholders’ equity before noncontrolling interests		17,525,442		15,031,087
Noncontrolling interests		538,727		416,226

Total stockholders’ equity		18,064,169		15,447,313

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	20,639,391	$	17,602,633

See accompanying notes to the consolidated financial statements.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED, IN U.S.$)

	Three Months Ended February 28,						Nine Months Ended February 28,
	2014			2013			2014			2013

Revenue	$	886,380		$	1,311,705		$	3,833,940			$	3,463,225
Cost of revenue		(75,991	)		(114,941	)		(279,456	)			(400,174	)

Gross profit		810,389			1,196,764			3,554,484				3,063,051

Operating expenses
Selling and marketing		20,281			28,405			73,176				37,612
General and administrative		96,960			154,248			244,352				335,782

Total operating expenses		117,241			182,653			317,528				373,394

Income from operations		693,148			1,014,111			3,236,956				2,689,657
Interest income		16,039			2,074			45,400				5,087

Income before provision for income taxes		709,187			1,016,185			3,282,356				2,694,744
Provision for income taxes		177,121			242,144			820,414				653,898

See accompanying notes to the consolidated financial statements.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED, IN U.S.$)

		Three Months Ended February 28,				Nine Months Ended February 28,
		2014		2013		2014	2013

Net income		531,891		774,041		2,461,767	2,040,846
Noncontrolling interests		(24,921)		(36,322)		(118,607)	(88,402)

Net income attributable to common stockholders	$	506,970	$	737,719	$	2,343,668	1,952,444

Earnings per common share, basic and diluted	$	0.01	$	0.02	$	0.04	0.05

Weighted average shares outstanding, basic and diluted		55,200,000		41,200,000		55,200,000	41,200,000

Comprehensive Income:
Net Income	$	531,891	$	774,041	$	2,461,767	2,040,846
Foreign currency translation adjustment		2,798		(11,600)		155,089	46,362

Comprehensive income		534,689		762,441		2,616,856	2,087,208
Comprehensive income attributable to noncontrolling interests		(25,058)		(32,107)		(122,501)	(90,707)

Net Comprehensive income attributable to common stockholders	$	509,631	$	730,334	$	2,494,355	1,996,501

See accompanying notes to the consolidated financial statements.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED FEBRUARY 28, 2014 (UNAUDITED, IN U.S.$)

	Common Stock		Additional Paid-in Capital		Statutory Reserve Fund		Retained Earnings			Other Comprehensive Income		Noncontrolling Interests		Total

Balance, May 31, 2013	$	55,200	$	11,389,049	$	309,655	$	2,880,650		$	396,533	$	416,226	$	15,447,313

Net income		-		-		-		2,343,668			-		118,099		2,461,767

Appropriation to statutory reserve		-		-		236,197		(236,197	)		-		-		-

Foreign currency translation adjustment		-		-		-		-			150,687		4,402		155,089

Balance, February 28, 2014	$	55,200	$	11,389,049	$	545,852	$	4,988,121		$	547,220	$	538,727	$	18,064,169

See accompanying notes to the consolidated financial statements.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED, IN U.S. $)

	Nine Months Ended February 28,
	2014			2013

Cash flows from operating activities:
Net income	$	2,461,767		$	2,040,846
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		11,054			7,937
Decrease (increase) in deferred income taxes		323,565			(431,248	)
Changes in operating assets and liabilities:
(Increase) in prepaid expenses		(34,656	)		(121,922	)
Increase in deferred revenue		870,000			1,741,050
(Decrease) increase in income taxes payable		(495,311	)		522,673
Increase (decrease) in accrued liabilities		12,596			(54,183	)

Net cash provided by operating activities		3,149,015			3,705,153

Cash flows from investing activities:
Purchase of equipment		(16,622	)		(4,657	)

Cash flows from financing activities:
Repayment of stockholder loan		-			(47,994	)
Proceeds from stockholder loan		31,000			175,031

Net cash provided by financing activities		31,000			127,037

Effect of exchange rate changes on cash		145,972			18,790

Net change in cash		3,309,365			3,846,323
Cash, beginning		16,341,986			4,139,165

Cash, end	$	19,651,351		$	7,985,488

Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	291,480		$	564,536

See accompanying notes to the consolidated financial statements.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED)

NOTE 1. ORGANIZATION

China Xuefeng Environmental Engineering Inc. (the “Company”), formerly known as NYC Moda Inc., was incorporated under the laws of the State of Nevada on March 30, 2011. Since its inception until the closing of the Exchange Agreement, the Company was a development-stage company in the business of distributing designer clothing and footwear from established brands to customers around the world.

On November 27, 2012, the Company completed a reverse acquisition transaction through a share exchange with the stockholders of Inclusion Business Limited (“Inclusion”), whereby the Company acquired 100% of the outstanding shares of Inclusion in exchange for a total of 7,895,000 shares of its common stock, representing 76.65% of the issued and outstanding shares of common stock. As a result of the reverse acquisition, Inclusion became the Company’s wholly-owned subsidiary and the former Inclusion Stockholders became controlling stockholders. The share exchange transaction was treated as a reverse acquisition, with Inclusion as the acquirer and the Company as the acquired party for accounting purposes. Unless the context suggests otherwise, when being referred in this report to business and financial information for periods prior to the consummation of the reverse acquisition, the reference is to the business and financial information of Inclusion and its consolidated subsidiaries and variable interest entities.

On November 27, 2012, the Company filed a certificate of amendment to its articles of incorporation to change its name from “NYC Moda, Inc.” to “China Xuefeng Environmental Engineering Inc.” (the “Name Change”) and to initiate a 4-for-1 forward stock split (the “Forward Split”) of its outstanding shares of common stock. The effective dates of the Name Change and the Forward Split were December 14, 2012 and December 17, 2012, respectively. Upon the effectiveness of the Forward Split, the number of outstanding shares of the Company’s common stock increased from 10,300,000 to 41,200,000 shares. The effect of the stock split was applied retroactively to all the periods’ consolidated financial statements as if the current structure existed since the inception of the periods presented. On March 19, 2013, the Company issued 14,000,000 shares of common stock to 12 unrelated individuals in a private offering, generating $7,096,579 in net proceeds. The number of authorized shares of common stock remains at 75,000,000 shares.

As a result of the transaction with Inclusion, the Company owns all of the issued and outstanding capital stock of Lotus International Holdings Limited (“Lotus”), a wholly-owned subsidiary of Inclusion, which in turn owns all of the issued and outstanding capital stock of Baichuang Information Consulting (Shenzhen) Co. Ltd (“Baichuang Consulting”). In addition, the Company effectively and substantially controls Jiangsu Xuefeng Environmental Protection Science and Technology Co., Ltd. (“Jiangsu Xuefeng”) through a series of captive agreements with Baichuang Consulting.

Subsequent to the closing of the Exchange Agreement, the Company conducts its operations through its controlled consolidated affiliate Jiangsu Xuefeng. Jiangsu Xuefeng, incorporated under the laws of the People’s Republic of China (“PRC”) on December 14, 2007, is primarily engaged in providing improvement and upgrading services of garbage recycling processing technology and equipment.

On October 17, 2012, Baichuang Consulting (the “WFOE”), a wholly-owned subsidiary of Lotus, entered into a series of contractual arrangements (“VIE agreements”). The VIE agreements include (i) an Exclusive Technical Service and Business Consulting Agreement; (ii) a Proxy Agreement, (iii) Share Pledge Agreement and, (iv) Call Option Agreement with the stockholders of Jiangsu Xuefeng.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED)

NOTE 1. ORGANIZATION (CONTINUED)

Exclusive Technical Service and Business Consulting Agreement: Pursuant to the Exclusive Technical Service and Business Consulting Agreement, the WFOE provides technical support, consulting, training, marketing and operation consulting services to Jiangsu Xuefeng. In consideration for such services, Jiangsu Xuefeng has agreed to pay an annual service fee to the WFOE of 95% of Jiangsu Xuefeng’s annual net income with an additional payment of approximately US$16,240 (RMB 100,000) each month. The Agreement has an unlimited term and only can be terminated upon written notice agreed to by both parties.

Proxy Agreement: Pursuant to the Proxy Agreement, the stockholders of Jiangsu Xuefeng agreed to irrevocably entrust the WFOE to designate a qualified person acceptable under PRC law and foreign investment policies, all of the equity interests in Jiangsu Xuefeng held by the stockholders of Jiangsu Xuefeng. The Agreement has an unlimited term and only can be terminated upon written notice agreed to by both parties.

Share Pledge Agreement: Pursuant to the Share Pledge agreement, each of the stockholders pledged their shares in Jiangsu Xuefeng, to the WFOE, to secure their obligations under the Exclusive Technical Service and Business Consulting Agreement. In addition, the stockholders of Jiangsu Xuefeng agreed not to transfer, sell, pledge, dispose of or create any encumbrance on their interests in Jiangsu Xuefeng that would affect the WFOE’s interests. This Agreement remains effective until the obligations under the Exclusive Technical Service and Business Consulting Agreement, Call Option Agreement and Proxy Agreement have been fulfilled or terminated.

Call Option Agreement: Pursuant to the Call Option agreement, the WFOE has an exclusive option to purchase, or to designate a purchaser, to the extent permitted by PRC law and foreign investment policies, part or all of the equity interests in Jiangsu Xuefeng held by each of the stockholders. To the extent permitted by PRC laws, the purchase price for the entire equity interest is approximately US$0.16 (RMB1.00) or the minimum amount required by PRC law or government practice. This Agreement remains effective until all the call options under the Agreement have been transferred to Baichuang Consulting or its designated entities or natural persons.

As a result of the entry into the foregoing agreements, the Company has a corporate structure which is set forth as follows:

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED)

NOTE 1. ORGANIZATION (CONTINUED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING AND PRESENTATION

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting. The unaudited consolidated financial statements for the three and nine months ended February 28, 2014 and 2013, include China Xuefeng Environmental Engineering Inc., Inclusion, Lotus and its wholly owned subsidiary, Baichuang Consulting and its VIE, Jiangsu Xuefeng. All significant intercompany accounts and transactions have been eliminated in consolidation when applicable.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

BASIS OF ACCOUNTING AND PRESENTATION (CONTINUED)

The unaudited interim consolidated financial statements of the Company as of February 28, 2014 and for the three and nine months periods ended February 28, 2014 and 2013, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission (the “SEC”) which apply to interim financial statements. Accordingly, they do not include all of the information and footnotes normally required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The interim consolidated financial information should be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s Form 10-K filed with the SEC. The results of operations for the three and nine months ended February 28, 2014 are not necessarily indicative of the results to be expected for future quarters or for the year ending May 31, 2014.

All consolidated financial statements and notes to the consolidated financial statements are presented in United States dollars (“US Dollar” or “US$” or “$”).

VARIABLE INTEREST ENTITY

Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation” (“ASC 810”), the Company is required to include in its consolidated financial statements the financial statements of its variable interest entities (“VIEs”). ASC 810 requires a VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns. VIEs are those entities in which a company, through contractual arrangements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore the company is the primary beneficiary of the entity.

Under ASC 810, a reporting entity has a controlling financial interest in a VIE, and must consolidate that VIE, if the reporting entity has both of the following characteristics: (a) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance; and (b) the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. The reporting entity’s determination of whether it has this power is not affected by the existence of kick-out rights or participating rights, unless a single enterprise, including its related parties and de facto agents, have the unilateral ability to exercise those rights. Jiangsu Xuefeng’s actual stockholders do not hold any kick-out rights that affect the consolidation determination.

Through the VIE agreements disclosed in Note 1, the Company is deemed the primary beneficiary of Jiangsu Xuefeng. Accordingly, the results of Jiangsu Xuefeng have been included in the accompanying consolidated financial statements. Jiangsu Xuefeng has no assets that are collateral for or restricted solely to settle their obligations. The creditors of Jiangsu Xuefeng do not have recourse to the Company’s general credit.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

VARIABLE INTEREST ENTITY (CONTINUED)

The following are financial statement amounts and balances of Jiangsu Xuefeng that have been included in the accompanying consolidated financial statements.

ASSETS	February 28, 2014			May 31, 2013
	(Unaudited, in U.S. $)			(In U.S. $)
Current assets:
Cash	$	19,408,688		$	16,186,742
Prepaid expenses		131,167			96,511
Deferred income taxes		12,240			333,300

Total current assets		19,552,095			16,616,553

Fixed assets		56,434			39,382
Less: accumulated depreciation		(28,786	)		(17,531	)

Fixed assets, net		27,648			21,851

Other assets:
Prepayment for acquisition of land use right		816,000			808,000

TOTAL ASSETS	$	20,395,743		$	17,446,404

LIABILITIES

Current liabilities:
Due to China Xuefeng Environmental Engineering Inc. (1)	$	7,100,930	$	7,031,313
Payable to WFOE(2)		5,335,366		3,120,492
Deferred revenue		2,203,200		1,333,200
Taxes payable		39,836		570,451
Loan from stockholder		187,222		154,105
Accrued liabilities		41,062		32,817

Total current liabilities		14,907,616		12,242,378

TOTAL LIABILITIES	$	14,907,616	$	12,242,378

(1)	Payable for issuance of common stock represents the proceeds received by Jiangsu Xuefeng for the 14,000,000 common shares issued by China Xuefeng Environmental Engineering Inc. on March 19, 2013 at $0.50 each (approximately US$7,000,000).

(2)

Payable to WFOE represents outstanding amounts due to Baichuang Information Consulting (Shenzhen) Co. Ltd. under the Exclusive Technical Service and Business Consulting Agreement for consulting services provided to Jiangsu Xuefeng in exchange for 95% of Jiangsu Xuefeng’s net income. The monthly payments of RMB 100,000 (approximately US$16,320) was not paid as of three months ended February 28, 2014 and was paid as of May 31, 2013.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

VARIABLE INTEREST ENTITY (CONTINUED)

	For the three months ended February 28				For the Nine months ended February 28
	2014		2013		2014		2013
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

Revenue	$	886,380	$	1,311,705	$	3,833,940	$	3,463,225
Net income (3)	$	498,404	$	653,793	$	2,361,971	$	1,768,039

(3)	Under the Exclusive Technical Service and Business Consulting Agreement, 95% of the net income is to be remitted to WFOE.

	For the Nine months ended February 28
	2014			2013
	(Unaudited)			(Unaudited)

Net cash provided by operating activities	$	3,008,769		$	3,704,199
Net cash (used in) investing activities		(16,581	)		(4,657	)
Net cash provided by financing activities		31,000			96,131
Effect of exchange rate changes on cash		198,758			39,903

	$	3,221,946		$	3,835,576

The Company believes that Baichuang Consulting’s contractual agreements with Jiangsu Xuefeng are in compliance with PRC law and are legally enforceable. The stockholders of Jiangsu Xuefeng are also the senior management of the Company and therefore the Company believes that they have no current interest in seeking to act contrary to the contractual arrangements. However, Jiangsu Xuefeng and its stockholders may fail to take certain actions required for the Company’s business or to follow the Company’s instructions despite their contractual obligations to do so. Furthermore, if Jiangsu Xuefeng or its stockholders do not act in the best interests of the Company under the contractual arrangements and any dispute relating to these contractual arrangements remains unresolved, the Company will have to enforce its rights under these contractual arrangements through PRC law and courts and therefore will be subject to uncertainties in the PRC legal system. All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. As a result, uncertainties in the PRC legal system could limit the Company’s ability to enforce these contractual arrangements, which may make it difficult to exert effective control over Jiangsu Xuefeng, and its ability to conduct the Company’s business may be adversely affected.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CHANGE OF FISCAL YEAR END DATE

In November 2012, in connection with the Share Exchange, the Company changed its fiscal year end date from April 30 to May 31.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain 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 periods. Actual results could differ from those estimates.

FOREIGN CURRENCY TRANSLATION

Almost all Company assets are located in the PRC. The functional currency for the majority of the Company’s operations is the Renminbi (“RMB”). The Company uses the United States dollar (“US Dollar” or “US$” or “$”) for financial reporting purposes. The financial statements of the Company have been translated into US dollars in accordance with FASB ASC 830, “Foreign Currency Matters.”

All asset and liability accounts have been translated using the exchange rate in effect at the balance sheet date. Equity accounts have been translated at their historical exchange rates when the capital transactions occurred. Statements of income amounts have been translated using the average exchange rate for the periods presented. Adjustments resulting from the translation of the Company’s financial statements are recorded as other comprehensive income (loss).

The exchange rates used to translate amounts in RMB into US dollars for the purposes of preparing the financial statements are as follows:

	February 28, 2014		May 31, 2013

Balance sheet items, except for stockholders’ equity, as of periods end		0.1632		0.1616

	For the three months ended February 28,				For the nine months ended February 28,
	2014		2013		2014		2013

Amounts included in the statements of income, statement of changes in stockholders’ equity and statements of cash flows for the periods		0.1636		0.1590		0.1628		0.1585

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FOREIGN CURRENCY TRANSLATION (CONTINUED)

For the three months ended February 28, 2014 and 2013, foreign currency translation adjustments of $2,798 and ($11,600), respectively, have been reported as other comprehensive income or loss. For the nine months ended February 28, 2014 and 2013, foreign currency translation adjustments of $155,089 and $46,362 have been reported as other comprehensive income. Other comprehensive income of the Company consists entirely of foreign currency translation adjustments. Pursuant to ASC 740-30-25-17, “Exceptions to Comprehensive Recognition of Deferred Income Taxes,” the Company does not recognize deferred U.S. taxes related to the undistributed earnings of its foreign subsidiaries and, accordingly, recognizes no income tax expense or benefit from foreign currency translation adjustments

Although government regulations now allow convertibility of the RMB for current account transactions, significant restrictions still remain. Hence, such translations should not be construed as representations that the RMB could be converted into US dollars at that rate or any other rate.

The value of the RMB against the US dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions. Any significant revaluation of the RMB may materially affect the Company’s financial condition in terms of US dollar reporting.

REVENUE RECOGNITION

Revenues are primarily derived from providing garbage recycling processing system technology support, renovation and upgrade services and patent licensing to customers. The Company’s revenue recognition policies comply with FASB ASC 605 “Revenue Recognition.” In general, the Company recognizes revenue when there is persuasive evidence of an arrangement, the fee is fixed or determinable, the products or services have been delivered or performed and collectability of the resulting receivable is reasonably assured.

Multiple-Element Arrangements

In October 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-13, “Multiple Deliverable Revenue Arrangements.” ASU No. 2009-13 amended the guidance on arrangements with multiple deliverables under ASC 605-25, “Revenue Recognition—Multiple-Element Arrangements.” To qualify as a separate unit of accounting under ASC 605-25, the delivered item must have value to the customer on a standalone basis. The significant deliverables under the Company’s multiple-element arrangements are improvement and upgrade services and patent licensing.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION (CONTINUED)

Multiple-Element Arrangements (Continued)

Improvement and Upgrade Service

The improvement and upgrade service is a one-time service. An inspection is conducted by the customer according to industry standards within three days of the completion of the improvement and upgrade. An acceptance form is provided by the customer if the inspection is satisfactory. Performance testing is conducted on the upgraded equipment within one month. Testing can be done in less than a month period. A final evaluation report is provided within five days of the completion of the performance testing. The fee for improvement and upgrade services is fixed and becomes due within 30 days, upon the signing of the contract and is not subject to refund, forfeiture or any other concession if patent licensing is not completed. No warranty is provided by the Company.

Patent Licensing

Patent licensing is limited to 5 years with payments due annually in advance. The customer is responsible for the repair services when they are necessary. The out of pocket expenses for the repair services will be charged separately to the customer by the Company. The patent technology of “harmless and comprehensive garbage processing equipment” provided by the Company to its customers has high garbage processing capacity and stable operation capacity. It is the first modern system equipment in China to use DCS (Distributed Control System) centralized control, by which mechanical automation will be realized for the comprehensive treatment of life garbage. Its core technology is to organically integrate the anaerobic digestion and aerobic fermentation garbage process, degrade and transform the organic matter of domestic waste, effectively sort out the garbage and recycle all kinds of materials, to eventually realize the true waste resource utilization and harmless utilization, with its resource utilization and harmless utilization rate approaching 100%. The resource recovery products, biogas, not only can be used for meeting the needs of the plant itself, but also can be sold as a separate product, which greatly improves the efficiency of garbage processing of the customer’s equipment, decreases production cost, and increases the recovery return of garbage processing.

The Company’s customer who pays for an upgrade and improvement fee is not required to enter into a licensing agreement to continue to use the patented technology. If the customer does not require the garbage process equipment to reach the level of the patented technology which can process 500 tons to 1,000 tons of garbage per day, then the customer does not need to enter into the patent licensing agreement.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION (CONTINUED)

Multiple-Element Arrangements (Continued)

The Company determined that its improvement and upgrade service is individually a separate unit of accounting. In determining whether the improvement and upgrade service has a standalone value, the Company considered factors including the availability of similar services from other vendors, its fee structure based on inclusion and exclusion of the service, and its marketing and delivery of the service. The Company uses the vendor-specific objective evidence to determine the selling price for its improvement and upgrade service when sold in multiple-element arrangements. Although not yet being sold separately, the price established by the management has the relevant authority.

The Company also determined that the patent licensing has standalone value because the patent can be leased separately. The Company uses the vendor-specific objective evidence to determine the selling price for patent licensing when sold in multiple-element arrangements. Although not yet being leased separately, the price established by the management has the relevant authority.

The Company allocates the arrangement consideration based on their relative selling prices. Revenues for deliverables under improvement and upgrade services are recognized by the end of the improvement and upgrade period at the time the performance testing is passed and the final evaluation report is provided by the customer, which generally is within 30 days, assuming all other revenue recognition criteria are met. Revenues for patent licensing are recognized monthly over the licensing period.

The Company believes the effect of changes in the selling price for improvement and upgrade services and patent licensing will not have significant effect on the allocation of the arrangement.

VULNERABILITY DUE TO OPERATIONS IN PRC

The Company’s operations may be adversely affected by significant political, economic and social uncertainties in the PRC. Although the PRC government has been pursuing economic reform policies for more than twenty years, no assurance can be given that the PRC government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRC’s political, economic and social conditions. There is also no guarantee that the PRC government’s pursuit of economic reforms will be consistent, effective or continue.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CASH AND CASH EQUIVALENTS

The Company considers all demand and time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents.

FAIR VALUE OF FINANCIAL INSTRUMENTS

FASB ASC 820, “Fair Value Measurement,” defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

FIXED ASSETS

Fixed assets are recorded at cost, less accumulated depreciation. Cost includes the prices paid to acquire the assets, and any expenditures that substantially increase the asset’s value or extends the useful life of an existing asset. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the periods benefited. Maintenance and repairs are generally expensed as incurred. The estimated useful lives for fixed assets categories are as follows:

Computers and equipment 3 years

Motor vehicles 4 years

Fixtures and furniture 5 years

IMPAIRMENT OF LONG-LIVED ASSESTS

The Company applies FASB ASC 360, “Property, Plant and Equipment,” which addresses the financial accounting and reporting for the recognition and measurement of impairment losses for long-lived assets. In accordance with ASC 360, long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company may recognize the impairment of long-lived assets in the event the net book value of such assets exceeds the future undiscounted cash flows attributable to those assets. No impairment of long-lived assets was recognized for the periods presented.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

DEFERRED REVENUE

Deferred revenue includes payments received in advance for a) improvement and upgrade services and b) patent licensing fees. These payments received but not yet earned are recognized as deferred revenue on the consolidated balance sheets.

INCOME TAXES

The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes” (“ASC 740”), which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. At May 31, 2013, the differences relate entirely to revenue deferred for financial statement purposes. During the quarter ended August 31, 2013, as permitted by the PRC tax law, the Company began recognizing revenue from patent licensing fees for income tax purposes, based on when it is earned rather than when it is collected, consistent with financial statement purposes. As a result, there are no differences between the basis of assets and liabilities for financial statement and income tax purposes for deferred revenue and, as a result, deferred income taxes are no longer required to be recognized. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. As of February 28, 2014 and May 31, 2013, the Company does not have a liability for any unrecognized tax benefits.

The income tax laws of various jurisdictions in which the Company and its subsidiaries operate are summarized as follows:

United States

The Company is subject to United States tax at graduated rates from 15% to 35%. No provision for income tax in the United States has been made as the Company had no U.S. taxable income for the three and nine months ended February 28, 2014 and 2013.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES (CONTINUED)

PRC

Jiangsu Xuefeng and Baichuang Consulting are subject to an Enterprise Income Tax at 25% and file their own tax returns. Consolidated tax returns are not permitted in China.

BVI

Inclusion is incorporated in the BVI and is governed by the income tax laws of the BVI. According to current BVI income tax law, the applicable income tax rate for the Company is 0%.

Hong Kong

Lotus is incorporated in Hong Kong. Pursuant to the income tax laws of Hong Kong, the Company is not subject to tax on non-Hong Kong source income.

ADVERTISING COSTS

Advertising costs are charged to operations when incurred. For the three months ended February 28, 2014 and 2013, advertising expense was $8,998 and $23,775, respectively. For the nine months ended February 28, 2014 and 2013, advertising expenses was $24,426 and $23,775, respectively.

STATUTORY RESERVE FUND

Pursuant to corporate law of the PRC, the Company is required to transfer 10% of its net income, as determined under PRC accounting rules and regulations, to a statutory reserve fund until such reserve balance reaches 50% of the Company’s registered capital. The statutory reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or used to increase registered capital, provided that the remaining reserve balance after use is not less than 25% of registered capital. For nine months ended February 28, 2014 and 2013, a statutory reserve of $236,197 and $193,656, respectively, were required to be allocated by the Company.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED)

NOTE 3. RECENTLY ISSUED ACCOUNTING STANDARDS

In July 2013, FASB issued ASU No. 2013-11, Presentation of an Unrecognized Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU requires an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. An exception exists to the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax of the applicable jurisdiction does not require the entity to use, and entity does not intend to use, the deferred tax asset for such a purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU No. 2013-11 is effective for fiscal years and interim periods beginning after December 15, 2013 and is not expected to have a material impact on the Company's consolidated financial statements.

On March 5, 2013, the FASB issued ASU 2013-05 to provide guidance for whether to release cumulative translation adjustments (“CTA”) upon certain derecognition events. The update was issued to resolve the diversity in practice about whether Subtopic ASC 810-10, “Consolidation-Overall,” or ASC 830-30, “Foreign Currency Matters-Translation of Financial Statements,” applies to such transactions. ASU 2013-05 is effective prospectively for all entities with derecognition events after the effective date. For public entities, the guidance is effective for fiscal years, and interim periods within those years, beginning after December 31, 2013. ASC 830-30 applies when an entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity. Consequently, the CTA is released into net income only if the transaction results in complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets resided. Otherwise, no portion of the CTA is released. The adoption of this pronouncement is not expected to have a material effect on the Company’s consolidated financial statements.

NOTE 4. FAIR VALUE MEASUREMENTS

FASB ASC 820, “Fair Value Measurement,” specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). In accordance with ASC 820, the following summarizes the fair value hierarchy:

Level 1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.

Level 2 Inputs – Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3 Inputs – Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED)

NOTE 4. FAIR VALUE MEASUREMENTS (CONTINUED)

ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurements. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. As of February 28, 2014 and May 31, 2013, none of the Company’s assets and liabilities were required to be reported at fair value on a recurring basis. Carrying values of non-derivative financial instruments, including cash, payables and accrued liabilities, approximate their fair values due to the short term nature of these financial instruments. There were no changes in methods or assumptions during the periods presented.

NOTE 5. FIXED ASSETS

Fixed assets are summarized as follows:

	February 28, 2014			May 31, 2013
	(Unaudited)

Computers and equipment	$	27,937		$	26,306
Motor vehicles		15,292			-
Fixtures and furniture		13,205			13,076

		56,434			39,382
Less: Accumulated depreciation		(28,786	)		(17,531	)

	$	27,648		$	21,851

For the three months ended February 28, 2014 and 2013, depreciation expense was $3,952 and $2,796, respectively. For the nine months ended February 28, 2014 and 2013, depreciation expense was $11,054 and $7,937, respectively.

NOTE 6. PREPAYMENT FOR ACQUISITION OF LAND USE RIGHT

On March 23, 2012, the Company entered into an agreement with a PRC owned third party to acquire a 50-year land use right for construction of a factory facility for cash consideration of US$ 880,740, equivalent to RMB 5,400,000, of which US$ 815,500, equivalent to RMB 5,000,000 was included in other assets. As of February 28, 2014, the land used right had not been obtained and no certificate for the use of land had been issued to the Company.

The Company is attemptingto reclaim the prepayment after the local government recently decided not to issue the land use right.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED)

NOTE 7. ACCRUED LIABILITIES

Accrued liabilities consisted of the following:

	February 28, 2014		May 31, 2013
	(Unaudited)

Payroll	$	14,732	$	14,369
Professional fees		26,000		18,306
Other		4,681		142

	$	45,413	$	32,817

NOTE 8. INCOME TAXES

The provision for income taxes consisted of the following:

	For the three months ended February 28					For the Nine months ended February 28
	2014		2013			2014		2013
	(Unaudited)		(Unaudited)			(Unaudited)		(Unaudited)

Current	$	122,216	$	676,003		$	497,024	$	1,085,146
Deferred		55,080		(433,889	)		323,565		(431,248	)

	$	177,296	$	242,144		$	820,589	$	653,898

The Company is required to file income tax returns in both the PRC and the United States. PRC tax filings for the tax year ended December 31, 2012 were examined by the PRC tax authorities in May 2013. The tax filings were accepted and no adjustments were proposed by the PRC tax authorities.

The Company did not file its U.S. federal income tax returns, including, without limitation, information returns on Internal Revenue Service (“IRS”) Form 5471, “Information Return of U.S. Persons with Respect to Certain Foreign Corporations” for the fiscal year ended April 30, 2013 and for the one month period ended May 31, 2013, a short year income tax return required to be filed as a result of change in fiscal year. Failure to furnish any income tax returns and information returns with respect to any foreign business entity required, within the time prescribed by the IRS, subjects the Company to certain civil penalties. Management is of the opinion that penalties, if any, that may be assessed would not be material to the consolidated financial statements.

In addition, because the Company did not generate any income in the United States or otherwise have any U.S. taxable income, the Company does not believe that it has any U.S. federal income tax liabilities with respect to any transactions that the Company or any of its subsidiaries may have engaged in through February 28, 2014. However, there can be no assurance that the IRS will agree with this position, and therefore the Company ultimately could be liable for U.S. federal income taxes, interest and penalties. The tax years ended April 30, 2013 and 2012 and one month tax period ended May 31, 2013 remain open to examination by the IRS.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED)

NOTE 9. RELATED PARTY TRANSACTIONS

On August 5, 2012, the Company entered into an agreement to lease the rights of a patent on garbage recycling processing technology from Li Yuan, an officer/stockholder. Under the current terms, the Company is required to pay a fee of $12,992 (RMB 80,000) each month for five years from September 2012 to August 2017. As of February 28, 2014 and May 31, 2013, a prepaid patent leasing fee of $130,560 and $90,496, respectively, are included in prepaid expenses on the consolidated balance sheets, respectively.

The remaining payments for the patent rights as of February 28, 2014 are as follows:

Period Ending	Annual
May 31,	Amount

2015		65,120
2016		156,288
2017		156,288
Thereafter		39,072

	$	416,768

The Company obtained a demand loan from the above officer/stockholder which is non-interest bearing. The loan of approximately $187,000, representing expenses paid by the above officer/stockholder and approximately $79,000 representing the registered capital and operating expenses of the WOFE for the year ended May 31, 2013. For the nine months ended February 28, 2014 the Company made no payments to the above officer/stockholder

NOTE 10. LEASES

The Company leases office space under a one-year operating lease from an unrelated third party, which expired on March 31, 2013 and was extended to March 31, 2016. The lease requires the Company to prepay the rental for one year of $7,289 (RMB 44,664). The related prepayments of $607 and $6,015 are included in the prepaid expenses on the consolidated balance sheets as of February 28, 2014 and May 31, 2013, respectively. The lease provides for renewal options. Rent expense charged to operations for the three and nine months ended February 28, 2014 and 2013 was $1,827 and $1,762, respectively, and $5,453 and $5,286, respectively. The minimum future rentals under the lease as of February 28, 2014 are as follows:

Period Ending
May 31,	Amount

2014	$	1,818
2015		7,271
2016		6,059

	$	15,148

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2014 AND 2013 (UNAUDITED)

NOTE 11. CONTINGENCIES

As disclosed in Note 8, the Company was delinquent in filing certain tax returns with the U.S. Internal Revenue Service. The Company is unable to determine the amount of penalties, if any, that may be assessed at this time. Management is of the opinion that penalties, if any, that may be assessed would not be material to the consolidated financial statements.

The Company did not file the information report for the year ended December 31, 2012 concerning its interest in foreign bank accounts on form TDF 90-22.1, “Report of Foreign Bank and Financial Accounts” (“FBAR”). Not complying with the FBAR reporting and recordkeeping requirements will subject the Company to civil penalties up to $10,000 for each year it has foreign bank accounts. The Company has not determined the amount of any penalties that may be assessed at this time and believes that penalties, if any, that may be assessed would not be material to the consolidated financial statements.

NOTE 12. CONCENTRATION OF CREDIT RISK

Substantially all of the Company’s assets and bank accounts are in banks located in the PRC and are not covered by protection similar to that provided by the FDIC on funds held in United States banks.

The following tables represent certain information about the Company’s customers which individually accounted for more than 10% of the Company’s gross revenue during the periods ended February 28, 2014 and 2013 indicated:

	For the three months ended		For the nine months ended
	February 28, 2014		February 28, 2014
	Amount	%	Amount	%
CUSTOMER 1	*	*	659,340	17.20%
CUSTOMER 2	*	*	634,920	16.56%
CUSTOMER 3	*	*	561,660	14.65%

	For the three months ended			For the nine months ended
	February 28, 2013			February 28, 2013
	Amount	%		Amount	%
CUSTOMER 1	500,850	38.18	%	499,275	12.68	%
CUSTOMER 2	524,700	40.00	%	523,050	13.28	%
CUSTOMER 3	*	*		546,825	13.88	%
CUSTOMER 4	*	*		546,825	13.88	%
CUSTOMER 5	*	*		618,150	15.69	%
CUSTOMER 6	*	*		570,600	14.49	%

*Less than 10% of total revenues.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of our financial condition and results of operations should also be read in conjunction with our unaudited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Form 10-Q. The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this Form 10-Q. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

Overview

We are in the business of providing services to optimize garbage-recycling processes. We utilize our patented technology of “comprehensive and harmless garbage-processing equipment”, to upgrade software systems and reconstruct hardware for our clients, and therefore expand the sorting scope and capacity of our clients’ garbage recycling equipment. We conduct our operations through our controlled consolidated affiliate Jiangsu Xuefeng.

Our Services

With the development of the urbanization in China, the amount of household garbage is growing, whereas the processing capability of garbage processing equipment cannot satisfy the demand. In order to resolve the defects of the processing equipment of other garbage processing plants, we provide upgrades and improvement to the software systems and hardware equipment by installing the various systems of patented technology “comprehensive and harmless garbage-processing equipment” into the customers’ equipment, and reconstructure the hardware to expand the garbage sorting scope and capacity of our clients’ equipment.

The Patent technology of “harmless and comprehensive garbage processing equipment” provided by Jiangsu Xuefeng to its customersis to utilize the technology for high garbage processing and stable operation capacity. It is the first modern system equipment in China to use DCS (Distributed Control System) centralized control, by which mechanical automation will be realized for the comprehensive treatment of life garbage. Its core technology is to organically integrate the anaerobic digestion and aerobic fermentation garbage process, degrade and transform the organic matter of domestic waste, effectively sort out the garbage and recycle all kinds of materials, to eventually realize the true waste resource utilization and harmless utilization, with its resource utilization and harmless utilization rate approximate 100%. The resource recovery product, biogas, can not only be used for meeting the needs of the plant itself, but also for outer supply, which greatly improves the efficiency of garbage processing of customer’s equipment, decreases production cost, and increases the recovery return of garbage processing.

The comprehensive and harmless garbage processing equipment is comprised of a waste digestion pretreatment system, methane gas power generation system, sorting processing system, bricklaying building system, leachate treatment system, DCS (distribution control system), XFET-5 ecological and water-saving toilets and excrement comprehensive processing system and various material collection systems. The equipment technology is designed and manufactured based on the complicated situation of the household garbage in China. According to the features of various garbage, the equipment utilizes the wind-force, gravity, magnetic, shape and etc to process the garbage by the combined way of machine selecting, winnowing, magnetic separation, automatic cutting, smashing and other technological processes. The equipment has large processing capacity and could run whole day. The stand-alone equipment can process 500 tons to 1000 tons of garbage per day. It can sort and process complicated municipal solid waste, leaving no pollution and no residue, reaching the"3 without" standard of no waste gas, no waste water and no waste residue.

After we complete the internal system upgrade and hardware equipment improvement of the garbage equipment, we deliver the upgraded equipment to the customers. The customers will conduct inspection and performance testing of the upgraded equipment no more than one month pursuant to the contract to inspect whether the internal control system and the hardware structure can operate steadily and reach the garbage process features. The inspecting items including the following: whether the quality of the equipment and accessories after improvement can match the patented technology and process various kinds of garbage, whether the various garbage systems can process automatically, and whether the daily garbage processing capacity reaches the standard of the contract. If during the performance testing period, all the performance indexes reach the requirements of the contract, it would be deemed that we have fully executed under the agreements.

Prior to the first service agreement in April 2012, we did not conduct any business activities except for the preparation of the business and the development of the clients, etc. When we complete the upgrading service for the client, we go through the acceptance check and commissioning of the company in accordance with the contract, to make sure that the service provided met the demand of the clients. After that, we are not subject to any additional services. The revenue we generated belongs to the service class income, with the main cost being the salaries of the staff and the leasing fees for the patent, whereas the hardware and software equipment, as well as the material used in the upgrading are the responsibility of the clients.

Recent Developments

Acquisition of Inclusion

The Company was organized in the state of Nevada on March 30, 2011. The Company was initially created to engage in the business of clothing distribution. Since its inception, the Company was a development stage company and had not earned any revenue.

On November 27, 2012, we completed a reverse acquisition transaction through a share exchange with Inclusion and its stockholders, or the “Inclusion Stockholders”, whereby we acquired 100% of the issued and outstanding capital stock of Inclusion in exchange for our issuance of 7,895,000 shares of our common stock (pre-Forward Split), which constituted 76.65% of our issued and outstanding capital stock as of and immediately after the consummation of the reverse acquisition. As a result of the reverse acquisition, Inclusion became our wholly-owned subsidiary and the former Inclusion Stockholders became our controlling stockholders. The share exchange transaction has been treated as a reverse acquisition, with Inclusion as the acquirer and the Company as the acquired party for accounting purposes.

Prior to the closing of the reverse acquisition, the Company’s prior shareholder, Mr. Zhenxing Liu, surrendered 7,895,000 shares of the common stock of the Company. Mr. Zhenxing Liu did not receive any consideration from the Company for accounting purposes. However, Mr. Zhenxing Liu retained 250,000 shares .

As a result of our acquisition of Inclusion, we now own all of the issued and outstanding capital stock of Lotus International Holdings Limited (“Lotus”), which in turn owns all of the issued and outstanding capital stock of Baichuang Information Consulting (Shenzhen) Co. Ltd (“Baichuang Consulting”). In addition, we effectively and substantially control Jiangsu Xuefeng through a series of captive agreements with Baichuang Consulting.

Subsequent to the closing of the Exchange Agreement, we conduct our operations through our controlled consolidated affiliate Jiangsu Xuefeng. Jiangsu Xuefeng is primarily engaged in providing improvement and upgrading services of garbage recycling processing technology and equipment. Jiangsu Xuefeng was incorporated under the laws of the People’s Republic of China (“PRC”) on December 14, 2007.

Name Change and Forward Stock Split

In connection with the acquisition of Inclusion, on November 27, 2012, the Company filed a certificate of amendment to its articles of incorporation to change its name from “NYC Moda, Inc.” to “China Xuefeng Environmental Engineering Inc.” (the “Name Change”) and effectuate a 4-for-1 forward stock split (the “Forward Split”) of its outstanding shares of common stock. The effective dates of the Name Change and the Forward Split were December 14, 2012 and December 17, 2012, respectively. Upon the effectiveness of the Forward Split, the number of outstanding shares of the Company’s common stock increased from 10,300,000 to 41,200,000 shares. The effect of the stock split was applied retroactively to all the periods’ consolidated financial statements as if the current structure existed since inception of the periods presented. The number of authorized shares of common stock remains at 75,000,000 shares.

Private Offering

On March 19, 2013, we completed a closing of a private placement offering (the “Offering”) of shares of the Company’s common stock, par value $0.001 per share (the “Shares”), at a price of $0.50 per share, for an aggregate purchase price of $7,000,000 (the “Purchase Price”). Upon the closing, the Company issued 14,000,000 shares of its common stock pursuant to the Offering.

Emerging Growth Company Status

We are an “emerging growth company”, or “EGC” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation, from which we are currently exempt as a smaller reporting company, and stockholder approval of any golden parachute payments not previously approved in connection with a transaction resulting in a change of control. We expect to take advantage of these exemptions. If we do take advantage of any of these exemptions, we do not know if some investors will find our common stock less attractive as a result. The result may be a less active trading market for our common stock and the stock price may be more volatile.

While we have not yet done so, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We could remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Results of Operations

Three and Nine months Ended February 28, 2014 compared to Three and Nine Months ended February 28, 2013

The following table sets forth in U.S. dollars key components of our unaudited results of operations during the three and nine months periods ended February 28, 2014 and 2013, and the percentage change between 2014 and 2013

	Three Months Ended February 28

	2014			2013		Percentage

	(U.S. $)			(U.S. $)		Change

Revenue	$	886,380		$	1,311,705	(32	%)
Cost of revenue		(75,991	)		(114,941)	(34	%)
Gross profit		810,389			1,196,764	(32	%)
Selling expenses		20,281			28,405	(29	%)
General and administrative expenses		96,960			154,248	(37	%)
Total operating expenses		117,241			182,653	(36	%)
Operating income		693,148			1,014,111	(32	%)
Interest income		16,039			2,074	673	%
Income before provision for income taxes		709,187			1,016,185	(340	%)
Provision for income taxes		177,296			242,144	(27	%)
Net income		531,891			774,041	(31	%)
Noncontrolling interests		(24,921	)		(36,322)	(31	%)
Net income attributable to common stockholders		506,970			737,719	(31	%)

Revenue. We provide one-time improvement and upgrading service for garbage processing equipment to our customers. We also lease the licensed patent to our customers on a five-year term with advance annual payment.

Our sales for the three months ended February 28, 2014 decreased by $425,325 or 32% compared to the sales for the three months ended February 28, 2013. The decrease was directly related to a lack of revenue from improvement and upgrading services. For the three months ended February 28, 2014, we did not generate any revenue from providing improvement and upgrading services; Our revenue for this period was entirely comprised of patent leasing fees from existing customers. The following table sets forth our revenue for the three months periods ended February 28, 2014 and 2013 by segments:

	Three Months Ended February 28

	2014		2013		Percentage

	(U.S. $)		(U.S. $)		Change

Improvements and Upgrading Services	$	-	$	954,900	(100	%)
Patent Leasing		886,380		356,805	148	%
Total		886,380		1,311,705	(32	%)

Improvement and Upgrading Services

For the three months ended February 28, 2014, we did not generate any revenue from improvement and upgrading services. For the three months ended February 28, 2013, revenue from improvement and upgrading services provided to two unrelated customers was $954,900. These services were completed and accepted by the customers and the payment was received in full as of February 28, 2013.

Patent Licensing

For the three months ended February 28, 2014, revenue from patent licensing was $886,380, derived from 12 customers. For the three months ended February 28, 2013, revenue from patent licensing was $356,805 derived from six unrelated customers.

Cost of Revenues.

Our cost of revenues decreased to $75,991 for the three months ended February 28, 2014 from $114,941 for the three months ended February 28, 2013. The decrease in cost of revenues was in line with the decrease in improvement and upgrading service, and was also due to the decrease in technical training expenses and other expenses associated directly with our technical department, e.g. entertainment, traveling expenses etc..

Our costs of revenues primarily consist of fees paid to the related party for licensing the patent, employees’ salaries, insurance, training expenses and other daily operating expenses. In addition, business taxes were classified as cost of revenues before December 1, 2012. After December 1, 2012, our business taxes were reclassified as value added tax under the tax law in China, but we are exempt from the value added tax by the authority of the local tax bureau.

Gross Profit.

As a result of the decrease in improvement and upgrading service revenue, our gross profit decreased to $810,389 for three months ended February 28, 2014 from $1,196,764 for three months ended February 28, 2013. Meanwhile, our business during the quarter ended February 28, 2014 has resulted in a slightly higher gross margin of 91.4% than that of 91.2% for the same period in 2013, because we have no cost directly related to improvement and upgrading services. Our cost of revenue is almost entirely direct labor and patent licensing fees, and other operating expenses.

Selling and Marketing Expenses. Our selling and marketing expenses decreased to $20,281 for three months ended February 28, 2014 from $28,405 for three months ended February 28, 2013 which represented a decrease of 29%. Our selling and marketing expenses were primarily comprised of sales employees’ salaries, insurance and advertising expenses. The decrease in selling and marketing expenses was mainly a result of decreased marketing expenses including remuneration of sales employees.

General and Administrative Expenses. Our general and administrative expenses decreased to $96,960 for three months ended February 28, 2014 from $154,248 for three months ended February 28, 2013, representing a 37% decrease. Our general and administrative expenses were primarily comprised of employees’ salaries, insurance, rent, and professional fees.

Provision for Income Taxes. Our provision for income taxes decreased to $177,296 for three months ended February 28, 2014 from $242,144 for three months ended February 28, 2013. Our effective tax rate for the three months ended February 28, 2014 and 2013 was the statutory rate 25%. The decrease in the provision for income taxes was due to the decrease in our income.

Net Income. For the three months ended February 28, 2014 and 2013, we generated net income of $531,891 and $774,041, respectively. This represented a decrease in net income of $242,150 or 31%. The entrusted management agreements assign to Baichuang Consulting 95% of the income generated from Jiangsu Xuefeng. For that reason, we reflected a “non-controlling interest” of $24,921 and $36,322 for the three months ended February 28, 2014 and 2013, respectively, before recognizing net income attributable to common stock holders of the Company on our Consolidated Statements of Income and Comprehensive Income. After the “non-controlling interest” assignment, and taking into account the income and expenses incurred by the parent corporation, our net income attributable to the Company for the three months ended February 28, 2014 and 2013 was $506,970 and $737,719, representing $0.01 and $0.02 per share, respectively.

Foreign Currency Translation Adjustment. Our reporting currency is the U.S. dollar. Our local currency, Renminbi (RMB), is our functional currency. Results of operations and cash flows are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on actual transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. For the three months ended February 28, 2014 and 2013, a foreign currency gain of $2,798 and loss $11,600, respectively, have been reported as other comprehensive income(loss) in the consolidated statements of income and other comprehensive income.

	Nine Months Ended February 28

		2014			2013		Percentage

		(U.S. $)			(U.S. $)		Change

Revenue	$	3,833,940		$	3,463,225		11	%
Cost of revenue		(279,456	)		(400,174	)	(30	%)
Gross profit		3,554,484			3,063,051		16	%
Selling expenses		73,176			37,612		95	%
General and administrative expenses		244,352			335,782		(27	%)
Total operating expenses		217,528			373,394		(42	%)
Operating income		3,236,956			2,689,657		20	%
Interest income		45,400			5,087		792	%
Income before provision for income taxes		3,282,356			2,694,744		22	%
Provision for income taxes		820,589			653,898		25	%
Net income		2,461,767			2,040,846		21	%
Noncontrolling interests		(118,099	)		(88,402	)	34	%
Net income attributable to common stockholders		2,343,668			1,952,444		20	%

Revenue. As discussed above, we provide one-time improvement and upgrading service for garbage processing equipment to our customers. We also lease the licensed patent to our customers on a five-year term with advance annual payment.

Our sales for the nine months ended February 28, 2014 increased by $370,715 or 11% compared the sales for the nine months ended February 28, 2013. The increase in sales was a direct result of the increase in revenue from patent licensing fees offset by the decrease in revenue from improvement and upgrading services. The following table sets forth our revenue for the nine months periods ended February 28, 2014 and 2013 by segments:

	Nine Months Ended February 28

	2014		2013		Percentage

	(U.S. $)		(U.S. $)		Change

Improvements and Upgrading Service	$	1,465,200	$	3,011,500		(51	%)
Patent Leasing		2,368,740		451,725		424	%
Total		3,833,940		3,463,225		11	%

Improvement and Upgrading Services

For the nine months ended February 28, 2014, revenue from improvement and upgrading services provided to three customers was $1,465,200. The services were completed and accepted by the customer and the payment was received in full as of February 28, 2014. For the nine months ended February 28, 2013 revenue from improvement and upgrading services provided to seven customers was $3,011,500. The services were completed and accepted by the customers and the payment was received in full as of February 28, 2013.

Patent Licensing

For the nine months ended February 28, 2014, revenue from patent licensing was $2,368,740, derived from 12 unrelated customers of. For the nine months ended February 28, 2013, revenue from patent licensing was $451,725, derived from six unrelated customers.

Cost of Revenues. Our cost of revenues decreased to $279,456 for the nine months ended February 28, 2014 from $400,174 for the nine months ended February 28, 2013. The decrease in cost of revenues was in line with the decrease in improvement and upgrading service, and was also due to the decrease in technical training expenses and other expenses associated directly with our technical department, e.g. entertainment, traveling expenses etc..

Gross Profit. Our gross profit increased to $3,554,484 for nine months ended February 28, 2014 from $3,063,051 for nine months ended February 28, 2013. Our business during the nine months ended February 28, 2014 has resulted in a slightly higher gross margin of 93% than that of 88% for the same period in 2013, because we have no cost directly related to improvement and upgrading services. Our cost of revenue is almost entirely direct labor and patent licensing fees, and other operating expenses.

Selling and Marketing Expenses. Our selling and marketing expenses increased to $73,176 for nine months ended February 28, 2014 from $37,612 for nine months ended February 28, 2013 which represented an increase of 95%. Our selling and marketing expenses were primarily comprised of sales employees’ salaries, insurance and advertising expenses. The increase in selling and marketing expenses was principally due to increased marketing expenses including remuneration of sales employees.

General and Administrative Expenses. Our general and administrative expenses decreased to $244,352 for nine months ended February 28, 2014 from $335,782 for nine months ended February 28, 2013, representing a 27% decrease. Our general and administrative expenses were primarily comprised of employees’ salaries, insurance, rent, and professional fees.

Provision for Income Taxes. Our provision for income taxes increased to $820,589 for nine months ended February 28, 2014 from $653,898 for nine months ended February 28, 2013. Our effective tax rate was the statutory rate of 25% for the nine months ended February 28, 2014 and 2013. Our tax filings for the year ended December 31, 2012 were audited by the tax authorities in April 2013. No adjustments were proposed by the tax authorities as a result of the audit. The increase in the provision for income taxes was primarily due to the increase in our income.

Net Income. For the nine months ended February 28, 2014 and 2013, we generated net income of $2,461,767 and $2,040,846, respectively. This represented an increase in net income of $420,921 or 21%. The entrusted management agreements assign to Baichuang Consulting 95% of the income generated from Jiangsu Xuefeng. For that reason, we reflected a “non-controlling interest” of $118,099 and $88,402 for the nine months ended February 28, 2014 and 2013, respectively, before recognizing net income attributable to the common stock holders of the Company on our Consolidated Statements of Income and Comprehensive Income. After the “non-controlling interest” assignment and taking into account the income and expenses incurred by the parent corporation, our net income attributable to the Company for the nine months ended February 28, 2014 and 2013 was $2,343,668 and $1,952,444, representing $0.04 and $0.05 per share, respectively.

Foreign Currency Translation Adjustment. Our reporting currency is the U.S. dollar. Our local currency, Renminbi (RMB), is our functional currency. Results of operations and cash flows are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. For the nine months ended February 28, 2014 and 2013, a foreign currency gain of $155,089 and $46,362, respectively, has been reported as other comprehensive income (loss) in the consolidated statements of income and other comprehensive income.

Liquidity and Capital Resources

As of February 28, 2014, we had cash and cash equivalents of $19,651,351, primarily consisting of cash on hand and demand deposits. The cash balance was principally derived from capital contributions of $4,541,532 to Jiangsu Xuefeng since January 2011, net proceeds of the private placement completed in March 2013 and cash provided from operations. Despite our large cash balances, the interest income generated for the period ended February 28, 2014 was nominal for principally two reasons: the current interest rate is very low, and the annual interest rate floats up or down within 0.35% range; The interest income reported in our financial statements is the net interest after deducting bank service charges and overdraft fees. The overdraft fee was 2% of overdraft. We terminated this overdraft service in April 2013, and no overdraft fees are deducted from our interest income thereafter.

To date, we have financed our operations primarily through equity contributions by our stockholders, a private placement and cash flows from operations.

Operating activities

Net cash provided by operating activities was $3,149,015 for the nine months ended February 28, 2014. Comparing with the net income of $2,461,767 for the nine months ended February 28, 2014, the difference was mainly related to the deferred revenue. Net cash provided by operating activities was $3,705,153 for the nine months ended February 28, 2013. Comparing with the net income of $2,040,846 for the nine months ended February 28, 2013, the difference was mainly related to the deferred revenue and income taxes payable.

Investing activities

Net cash used for investing activities represented the expenditures in purchasing equipment. For the nine months ended February 28, 2014 and 2013, $16,622 and $4,657 were used for the purchase of equipment, respectively.

Financing activities

For the nine months ended February 28, 2014, net cash provided by financing activities consists of net proceeds of a related party loan of $31,000. For the nine months ended February 28 2013, net cash provided by financing activities of $175,031 consisted of net proceeds of a related party loan, partially offset by the repayment of the related party loan of $47,994.

We believe that our cash on hand and cash flows from operations will meet our present cash needs for the next 12 months.

Off-Balance Sheet Arrangements

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

Transfer of Cash

All of our revenues are earned by Jiangsu Xuefeng, our PRC controlled consolidated affiliate and subsidiary. PRC regulations restrict the ability to pay dividends and other payments to its offshore parent company. PRC legal restrictions permit payments of dividends only out of accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. Our PRC subsidiary is also required under PRC laws and regulations to allocate at least 10% of its annual after-tax profits determined in accordance with PRC GAAP to a statutory general reserve fund until the amount of said fund reaches 50% of its registered capital. Allocations to this statutory reserve fund can only be used for specific purposes and are not transferable to us in the form of loans, advances or cash dividends. Any limitations on the ability of our PRC subsidiary to transfer funds could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends and otherwise fund and conduct our business.

Lotus International Holdings Limited, a Hong Kong corporation and Baichuang Information Consulting (Shenzhen) Co., Ltd, a WFOE, is a bridge to transfer funds inside and outside the PRC. There are three ways for foreign cash to be transferred into Chinese subsidiaries:

(1) Capital funds: At the establishment of the WFOE, (Baichuang Consulting), in accordance with the provisions of PRC Foreign-Owned Enterprise Law, funds were injected as capital by Lotus International into its wholly foreign owned enterprise established in mainland China, Baichuang Consulting.

(2) Raised capital - acquisition: if the Company raised sufficient capital, it could transfer the capital to Jiangsu Xuefeng by causing Lotus International (HK Company) to apply to the Chinese Ministry of Commerce (MOFCOM) for approval of the acquisition of Jiangsu Xuefeng by Lotus International. MOFCOM would approve such an acquisition only after a lengthy review process, and only if it determined that the price paid by Lotus International for Jiangsu Xuefeng represented a commercially fair price.

(3) Raised capital - joint venture: If the Company obtained capital that was less than the purchase price for Jiangsu Xuefeng deemed acceptable by MOFCOM, Lotus International could still inject the funds into Jiangsu Xuefeng by complying with the provisions of the PRC Sino-Foreign Equity Joint Venture Law. To accomplish this capital transfer, we would be required to apply to the Chinese government for approval to convert Jiangsu Xuefeng into an equity joint venture, in which Lotus International (HK Company) would be its equity joint venture. If approved, Lotus International would then own a portion of the equity in Jiangsu Xuefeng, and the VIE agreements between Jiangsu Xuefeng and Baichuang Consulting (WFOE) would be modified accordingly to reduce the portion of net income payable by Jiangsu Xuefeng to Baichuang Consulting.

We have no current plans for the Company to fund Jiangsu Xuefeng, and expect the VIE structure to remain in place for the foreseeable future.

Pursuant to the Exclusive Technical Service and Business Consulting Agreement between Baichuang Consulting (WFOE) and Jiangsu Xuefeng, Baichuang Consulting is to provide technical support and consulting services to Jiangsu Xuefeng in exchange for (i) 95% of the total annual net income of Jiangsu Xuefeng and (ii) RMB100,000 per month (US$16,360). As a result, there are also two ways to transfer the funds from inside the PRC to outside the PRC:

(1) According to the provisions of the Service Fee in Article 3 of the Exclusive Technology Service and Business Consulting Agreement, 95% of the net income of Jiangsu Xuefeng will be paid to Baichuang Consulting as a service fee, and in turn Baichuang Consulting will in compliance with the provisions of PRC Foreign-Owned Enterprise Law, transfer this income to Lotus International (HK Company) for the purpose of profit distribution.

(2) According to the provisions of the Service Fee in Article 3 of the Exclusive Technology Service and Business Consulting Agreement, a management fee of RMB 100,000 per month will be paid to Baichuang Consulting, and in turn Baichuang Consulting will be in compliance with the provisions of the PRC Foreign-Owned Enterprise Law and transfer this income to Lotus International (HK Company) for the purpose of profit distribution.

The earnings and cash transfer procedures are all designed to comply with PRC regulations. As a result, there will be no government regulations which will impact our transactions to transfer cash within our corporate structure. However, when the funds are transferred outside the PRC, all transferred amounts will be reported to the national tax bureau to examine whether the local and national taxes have been fully paid by Jiangsu Xuefeng and Baichuang Consulting.

Recent Accounting Pronouncements

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Smaller reporting companies are not required to provide the information required by this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, for the reasons set forth below, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective as of February 28, 2014 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of February 28, 2014, the Company determined that there were control deficiencies that constituted the following material weaknesses:

●	The Company does not have a sufficient number of accounting personnel, which would provide segregation of duties within our internal control procedures to support the accurate and timely reporting of our financial results.

●	The Company’s current accounting personnel lack experience and knowledge in identifying and resolving complex accounting issues under U.S. Generally Accepted Accounting Principles (GAAP).

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

Item 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Description

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Principal Executive Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of Principal Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*		In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and not filed.

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, there unto duly authorized.

	China Xuefeng Environmental Engineering Inc.


Date: April 21, 2014	By:	/s/ Li Yuan
		Li Yuan
		Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)


Date: April 21, 2014	By:	/s/ Kuanfu Fan
		Kuanfu Fan
		Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

China Xuefeng Environmental Engineering Inc. - FORM 10-Q - April 21, 2014

Attached files

China Xuefeng Environmental Engineering Inc. Reports