China Health Industries Holdings, Inc. - Annual Report: 2010 (Form 10-K)

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

(Mark One)

FORM 10-K

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

For the fiscal year ended June 30, 2010

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

For the transition period from ________________to ________________

Commission file number: 000-51060

CHINA HEALTH INDUSTRIES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		86-0827216
State of other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

168 Binbei Street, Songbei District, HarbinCity HeilongjiangProvince, People’s Republic of China		150028
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 011-86-451-5553-9531

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $0.0001 par value

Title of Class

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨ (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 Act). ¨ Yes x No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Note.—If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and , the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

The aggregate market value of the voting and non-voting common stock of the issuer held by non-affiliates as of December 31, 2009 was approximately$19,003,821.85 (29,236,649 shares of common stock held by non-affiliates) based upon the closing price of the common stock as quoted by OTC Bulletin Board on such date.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ¨ Yes ¨ No

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

As of September 27, 2010, there are presently 62,239,737shares of common stock, par value $0.0001issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

Table of Contents

		Page

Part I

Item 1	Business	3

Item 1A	Risk Factors	13

Item 1B	Unresolved Staff Comments	21

Item 2	Properties	21

Item 3	Legal Proceedings	21

Item 4	(Removed and Reserved)	21

Part II

Item 5	Market for the Registrant’s CommonEquity, Related Stockholder Matters and Issuer Purchases of Equity Securities	22

Item 6	Selected Financial Data	23

Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 8	Financial Statements and Supplementary Data	31

Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	32

Item 9A	Controls and Procedures	32

Item 9B	Other Information	33

Part III

Item 10	Directors, Executive Officers and Corporate Governance	33

Item 11	Executive Compensation	37

Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	38

Item 13	Certain Relationships and Related Transactions, and Director Independence	39

Item 14	Principal Accounting Fees and Services	39

Part IV

Item 15	Exhibits, Financial Statement Schedules	40

PART I

Item 1. Business.

Our History and Corporate Structure

We were incorporated in the state of Arizona on July 11, 1996 and were the successor of the business known as Arizona Mist, Inc. which began in 1989. On May 9, 2005, we entered into a Stock Purchase Agreement and Share Exchange (effecting a reverse merger) with Edmonds 6, Inc. (Edmonds 6) and our name was changed to Universal Fog, Inc. Edmonds 6 was incorporated on August 19, 2004 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Pursuant to this agreement, Universal Fog, Inc. (which has been in continuous operation since 1996) became a wholly-owned subsidiary of Edmonds 6.

We began manufacturing systems for outdoor cooling in Arizona and quickly expanded to distribute throughout the United States. Our primary product was a misting system which consisted of a high pressure pump assembled to specifications.

Pursuant to the Securities Purchase Agreement dated as of September 10, 2007 between the Company, Bontems and Sun Xin, we experienced a change in control whereby Sun Xin acquired a total of 22,000,545 shares of common stock of the Company from Bontems and the Company issued 2,061,200 shares of common stock of the Company to Sun Xin, such that upon consummation of the agreement, Sun Xin held an aggregate of 24,061,745 shares, or 51.53% of the total issued and outstanding shares of common stock of the Company on a fully-diluted basis.

Pursuant to the Asset Purchase and Sale Agreement dated September 10, 2007 between the Company and Universal Fog Systems, Inc., we then transferred all our liabilities to the latter on September 10, 2007 and similarly, all our assets on December 31, 2008.

On December 31, 2008, we acquired the business of Harbin Humankind Biology Technology Co. Limited through the acquisition of all the share capital of China Health Industries Holdings Limited under the Share Exchange Agreement dated October 15, 2007.

As a result of the above, China Health Industries Holdings Limited is now our wholly-owned subsidiary. Because Harbin Humankind Biology Technology Co., Limited (“Harbin Humankind”) is a wholly-owned subsidiary of China Health Industries Holdings Limited and Harbin Huimeijia Medicine Company (“Huimeijia”) is in turn a subsidiary whose 99% of its shares are owned by Harbin Humankind, both Harbin Humankind and Huimeijia are our indirect owned subsidiaries.

Business Overview

Harbin Humankind Biology Technology Co., Limited was incorporated under the People’s Republic of China on December 14, 2003 and completed its GMP certification on April 24, 2007. It is in the business of the manufacture and sale of health products, “green” (or organic) food and the detection of disease susceptibility or pre-disposition through genetic studies.

Harbin Huimeijia Medicine Company was incorporated on October 14, 2008. Huimeijia completed its GMP certification on July 23, 2009 and will be producing and selling our medical drugs.

Our business is conducted through chain-stores and, with regard to the sale of our products, eventually over the internet.

Products

We presently have, through Huimeijia, the license to manufacture 27 medical drugs and have obtained a State Drug Approval Issue number for each of these drugs. Huimeijia completed its GMP certification on July 23, 2009 and is now authorized to commercially manufacture and sell medical drugs.

We have, through Harbin Humankind, the license to manufacture and sell two health supplement products which have a State Good Health Issue number assigned to each product (as provided below). In additional Harbin Humankind distributes and sells 52 kinds of health food.

(i) Health Supplements

Our “QunLe” brand Sailuozhi soft capsule, which is made from frog oil, soybean isoflavone, procyanidine (made from grape seeds) and vitamin C, is for freckle removal and supplementing the water content of the skin. The certification number issued by the State Food and Drug Administration on August 29, 2007 is 2007B0837.

In May 12, 2010, we received a patent for this product (200610010394.4) under the name “Run Chao” (which has now been changed to “Qunle”) with the National Bureau of Intellectual Property and are awaiting the application’s approval.

Pursuant to a Technology Transfer Agreement dated October 12, 2007, we purchased one other health product known as “Kindlink” brand propolis and black ant capsule made from propolis, black ant, acanthopanax, astragalus root from Beijing Jindelikang Bio-Technology Co.,Ltd (“Jindelikang”). The change of the ownership has been approved by the State Food and Drug Administration. This product is consumed to boost one’s immunity. The certification number issued by the State Food and Drug Administration on August 20, 2004 for the license to manufacture the product is GuoShiJianZi G20040906.

(ii) Health Food and Organic “Green” Food

Our health and organic “green” food products include (i) abalone, sea cucumber and frog oil soft capsules (Serial Number 016-2007), (ii) ganodermalucidum and aweto soft capsules (Serial Number 017-2007), (iii) propolis soft capsules, (v) deep sea fish oil (Serial Number 012-2006), (vi) liquid calcium (Serial Number 013-2006), (vii) multi-vitamins (Serial Number 010-2007), (viii) soybean isoflavone (Serial Number 012-2006) and (ix) royal jelly (Serial Number 011-2006).

The major suppliers of raw materials for these products in FY 2010 and 2009 are:

	Name of Supplier	Products Supplied	Sales in 2010 (in dollars)		Sales in 2009 (in dollars)

1	Shukui Wang	Raw materials		14,299,161		2,698,464
2	Heilongjiang Medicine Company	Aweto				307,018
3	Degang Zhao	Raw materials		923,554		85,259
4	Henan Purui Bee Co.,Ltd.	Propolis				2,474
5	Green Agriculture Development Co. of Heilongjiang Land Reclamation	Soybean Oil				190
6	Zhiyun Zheng	Package Supplies		3,878,933

(iii) Medical Drugs

Huimeijia purchased license of Harbin Dong Feng Medicine Company to manufacture 27 medical drugs on September 16, 2008. Huimeijia is now the registered owner of the license, approved by the Heilongjiang Food and Medicine Supervising Bureau.

A description of these 27 medical drugs is as follows:

Serial No	Product	Efficacy
1	Stomach-Tonic Tablets	Invigorating stomach and relieving pain. Used in the treatment of pain from stomach distention, eructation with fetid odor and fecal disorders caused by gasterasthenia and dyspeptic retention.

2	Pediatric Compound Sulfamethoxazole Tablets (0.125g)	Used in the treatment of 1. Urinary tract infection caused by sensitive strains of Escherichia coli, Klebsiella, Enterobacter, Proteus mirabilis, Bacillus proteus and Proteus morganli. 2. Acute otitis media in children over 2 years old caused by Streptococcus pneumoniae or Hemophilus influenza. 3. Acute episode of adult chronic bronchitis caused by Streptococcus pneumoniae or Hemophilus influenza. 4. Intestinal infection and Shigella infection caused by sensitive strains of Shigellaflexneri and Shigellasonnei. 5. Pneumonia caused by Pneumocystis carinii. 6. Prevention of pneumonia caused by Pneumocystis carinii. This product can be used for patients with a history of pneumonia caused by Pneumocystis carinii or adult HIV-infected patients whose CD4 lymphocyte count is ≤200/mm3 or is less than 20% of lymphocyte count. 7. Turista caused by enterotoxicEscherichia coli.

3	Pediatric Compound Sulfamethoxazole Tablets (0.25g)	Same as above.

4	Pipemidic Acid Tablets	Used to treat urinary tract infection and bacterial infection of the intestines caused by sensitive gram negative bacilli.

5	Metamizole Sodium Tablets	Used to relieve fever caused hyperpyrexia and also for headache, migrainous headache, courbature, arthralgia, menalgia etc. The product also has strong anti-rheumatism effects and can be used for acute rheumatic arthritis, but because the product may induce severe adverse reaction, it is seldom applied in the treatment of rheumatic diseases.

6	Paracetamol Tablets	Used for fever caused by common cold or epidemic influenza and also for relieving light and moderate pain such as headache, arthralgia, migraines, tooth ache, courbature, neuralgia and menalgia.
7	Pediatric Paracetamol, Artificial Cow-bezoar and Chlorphenamine Maleate Tablets	Used to relieve fever, headache, aching pain in extremities, sneezing, rhinorrhea, nasal obstruction, pharyngodynia and other symptoms in children caused by common cold or epidemic influenza.

8	Compound Theophylling Hydrochloride Tablets	Used to treat bronchial asthma.

9	Powerful Loquat Syrup	Used for the treatment of coughing and reduction of sputum caused by bronchitis.

10	Purple Orange Cough Syrup	Relieving cough and eliminating sputum. Used to relieve coughing and excessive phlegm as well as expectoration.

11	Cough Syrup of Loquat Leaf	Used to clear lungs, relieve coughs and eliminate sputumand excessive phlegm.

12	Children's Cough Syrup	Eliminating phlegm and relieving cough. Used to relieve coughs caused by the common cold in children.

13	Pentoxyverine Citrate and Ammonium Chloride Syrup	Used for cough and expectoration.

14	Schisandra Syrup	Tonifying vital energy and invigorating the kidneys. Used in the treatment for neurastheria, dizziness and insomnia.

15	Ginseng Oral Liquid	Used to nourish renal “qi” and promote fluid production to quench thirst. Used to treat fatigue and acratia caused by deficiency of vital energy as well as poor appetite, cardiopalmus and shortness of breath, insomnia and forgetfulness.

16	Compound Fluououracil Oral Solution	Used in the therapeutic treatment of digestive tract cancer (colon carcinoma and gastric carcinoma), mammary adenocarcinoma, primary hepatic carcinoma.

17	Gossypol, Potassium Chloride and Vitamins B Capsules	Used in the treatment of uterine bleeding brought on by menopause.

18	Compound Belladonna and Aluminum Hydroxide Powder	Used for relieving stomach pain, brash (heartburn) and acid reflux caused by gastric hypersecretion.

19	Gentian and Sodium Bicarbonate Powder	Used for anorexia, gastric hypersecretion and dyspepsia.

20	Sleeping Beauty Capsule	Its main components include Melatonin, Suanzaoren, Lyophilized Royal Jelly powder, Cordyceps. Its main functions are neuroregulation and sleeping aid.

21	Virility Max Capsule	Its main components include Malubian, Deer Bones, Oysters, Cornus, Wolfberry fruit and Starch. Its main function is aphrodisiac.

22	Ruddy Granule	Its main components include Sea Cucumber Peptide, Donkey-hide Gelatin, Luxinxue, Ferrous Gluconate, Wolfberry and Jujube. Its main function is blood enrichment.

23	Blood Cleanser Soft Capsule	Its main components include Seabuckthorn Oil, Sea Fish Oil and Unsaturated Fatty Acids. Its main function is blood fat regulation.

24	Chao BaoCapsule	Its main component is Rana Oil. Its main function is ovarian protection.

25	Jianwei Calcium Tablet	its main component is calcium supplement

26	Waterlilies Soft Capsule (Sailuozhi)	Its main components include Toad Oil, Soy Isoflavones and Proanthocyanidins. Its main functions are skin moisturizing and freckle dispelling.

27	Colon Cleanser Capsule	Its main components include Xylo-oligosaccharides and Aloe Vera Powder. Its main function is laxative.

Distribution

We signed a non-exclusive cooperation agreement with the Commercial Bureau of Qing’an County, Heilongjiang on September 17, 2008. Under the agreement, various affiliated companies of the Commercial Bureau will provide organic food and green food products to us for distribution and sale throughout the PRC.

We will order products from the Commercial Bureau and such products will be delivered within 20 days of placing the order. The price for these products fluctuate within a 3% range from its wholesale price, but we are not restricted in any way in dictating the retail price for such products. We typically have an average profit margin of approximately 20%. We presently sell these products through our store and will eventually sell them over the internet.

The organic health food we order from the Commercial Bureau and sell under the brand names of the affiliated companies of the Commercial Bureau includes:

AuriculariaAuricula Extracts,

Polysaccharide Of Group Mushroom,

Grape Seed,

Momordica Charantia Extracts,

Pumpkin Polysaccharide,

Carotene,

Wheat Germ Oil,

Seabuckthorn Oil,

Health Gruel Series: Red Date Gruel, Agaric Gruel, Eight-Treasure Gruel, Medlar Gruel, Walnut Gruel, Chinese Yam Rhizome Gruel, Longan Gruel, Gingko Gruel, Lipid-Lowering Gruel,

Health Tea Series: Fire Clearing Tea, Antihypertensive Tea, Glucose-Lowering Tea, Lipid-Lowering Tea, Detumescence Tea, Throat Smoothing Tea, Skin Nourishing Tea,Heat-Relieving Tea, Pharyngitis Tea, Precious Eight-Treasure Tea, IT Tea,

Cold-Region Grains: Green And Harmless Series, Barley, Buckwheat, Maize Debris, Kidney Bean, Adzuki Bean, Mung Bean, Sorghum Rice, Semen Coicis, Rice, Soy, Glutinous Rice, Milet, Oat,

Northeast Precious Mountain Product Series: Black Fungus, White Fungus, Arimillaria Mellea, Shiitake Fungus, Hericium Erinaceus,

Miscellaneous Mushrooms,

Pteridium Aquilinum, Swertia,

Dry Products Of Vegetables, Nuts, Filbert, Pine Nut, Cathay Hickory, Walnut, Peanut, Fig, Pistachio,

Dry Products of Fruits.

Gene Studies

Genes are the basic elements of life. The makeup of certain genetic predisposes someone to certain types of diseases. Accordingly, the purpose of the genetic study services we provide to our customers is to educate them on their pre-dispositions or susceptibility to certain types of diseases.

We entered into a cooperation contract with Shanghai Hujing Bio Technology Co., Ltd (“Hujing”) on February 28, 2008. Pursuant to this agreement, we will collect genetic samples from our customers using simple oral smear techniques and then send it to Hujing for analysis. The test fee paid by the client to us is RMB 9800 per test. Hujing will then deliver a report to us for each sample which we will transmit to our customers.

E-business

We are in the process of building the infrastructure to conduct our business over the internet. A B2C e-business call and sales center has been established and will become an integral part of our distribution channel in the future. We have employed graduates from Qinghua University, Harbin Industry University and Harbin Engineering University to develop the ERP, CRM and OA software for our e-business. OA software has been used in our daily operation.

Our Customers

For the fiscal year ended June 30, 2010, we had sales revenue of $43,105,972.

Our top ten customers (of which none contributed to more than 5% of our total sales) are:

	Name of Customer	Products Sold	Sales in 2010 (in dollars)		% of Sales in 2010

1	Lihang He	GanodermaLucidum and Aweto Soft Capsules, Abalone, Sea cucumber and Frog oil soft capsule, Propolis and Black Ant Capsule, Waterlilies Soft Capsule(Sailuozhi) and Colon Cleanser Capsule		90,706		0.21	%
2	Ruo Feng	GanodermaLucidum and Aweto Soft Capsules, Abalone, Sea cucumber and Frog oil soft capsule, Propolis and Black Ant Capsule, Waterlilies Soft Capsule(Sailuozhi) and Colon Cleanser Capsule		72,654		0.17	%
3	Qinghe Li	GanodermaLucidum and Aweto Soft Capsules, Abalone, Sea cucumber and Frog oil soft capsule, Propolis and Black Ant Capsule, Waterlilies Soft Capsule(Sailuozhi) and Colon Cleanser Capsule		68,371		0.16	%
4	Jinzhong Sun	GanodermaLucidum and Aweto Soft Capsules, Abalone, Sea cucumber and Frog oil soft capsule, Propolis and Black Ant Capsule, Waterlilies Soft Capsule(Sailuozhi) and Colon Cleanser Capsule		65,961		0.15	%
5	Lei Duan	GanodermaLucidum and Aweto Soft Capsules, Abalone, Sea cucumber and Frog oil soft capsule, Propolis and Black Ant Capsule, Waterlilies Soft Capsule(Sailuozhi) and Colon Cleanser Capsule		65,469		0.15	%
6	Qingong Li	GanodermaLucidum and Aweto Soft Capsules, Abalone, Sea cucumber and Frog oil soft capsule, Propolis and Black Ant Capsule, Waterlilies Soft Capsule(Sailuozhi) and Colon Cleanser Capsule		62,136		0.14	%
7	Yuhong Zhang	GanodermaLucidum and Aweto Soft Capsules, Abalone, Sea cucumber and Frog oil soft capsule, Propolis and Black Ant Capsule, Waterlilies Soft Capsule(Sailuozhi) and Colon Cleanser Capsule		60,341		0.14	%
8	Shengyuan He	GanodermaLucidum and Aweto Soft Capsules, Abalone, Sea cucumber and Frog oil soft capsule, Propolis and Black Ant Capsule, Waterlilies Soft Capsule(Sailuozhi) and Colon Cleanser Capsule		57,430		0.13	%
9	Fashun Li	GanodermaLucidum and Aweto Soft Capsules, Abalone, Sea cucumber and Frog oil soft capsule, Propolis and Black Ant Capsule, Waterlilies Soft Capsule(Sailuozhi) and Colon Cleanser Capsule		53,798		0.12	%
10	Qiang Wang	GanodermaLucidum and Aweto Soft Capsules, Abalone, Sea cucumber and Frog oil soft capsule, Propolis and Black Ant Capsule, Waterlilies Soft Capsule(Sailuozhi), Colon Cleanser Capsule, Sleeping Beauty Capsule, Blood Cleanser Soft Capsule, Ruddy Granule and Virility Max Capsule		50,887		0.12	%
11	Other customers			42,458,220		98.50	%
	TOTAL			43,105,972		100	%

Manufacture

We manufacture our products on a plot of land located in Jin Xing Industrial Park, Songbei District, Harbin. On June 7, 2004, the Company entered into a Land Use Purchase Contract with the local government, pursuant to which the Company agreed to purchase the right to use a piece of land, approximately 8 acres (32,000 square meters), located in Harbin County, Heilongjiang Province for commercial purposes and a fifty-year period June 7, 2004 through June 6, 2054, for $637,261 (RMB5,248,000), which the Company has fully paid to the seller on June 13, 2004. The Department of Housing and Urban Development of Harbin City approved this transaction. The Company is in the process of applying for the title certificate from the local government. The manufacturing facility on the land is 4,000 square meters and there are 5 lines which is sufficient for our purposes. We package our products in bottles, plastic containers and aluminum foil bags there.

We also plan to build a gene laboratory to conduct gene studies, drug screening and the development of new drugs and a new factory to manufacture our products. We have budgeted construction costs to be approximately RMB 80,000,000. We have already purchased a 50-year right to use a piece of land from the Harbin Songbei District Construction and Development Management Committee for this purpose. The plot of land is approximately 30,000 square meters and is located in the Duiqing Mountain Industrial Park, Harbin. The full price of the land is RMB 31,500,000 and we have already paid RMB21,000,000. The remaining RMB10,500,000 shall be paid prior to the registration of our land use right with local authorities.

Our Development Strategy

We will continue the production and sale of our “Qunle” brand Sailuozhi soft capsules and “Kindlink” brand propolis and black ant capsule in 2011 and will set up the stores in large cities of Northeast China.

We will focus on combining our products with traditional Chinese medicine, the creation of new products, and developing our B2C e-business and chain-stores. We plan to implement health management projects in our stores throughout China and establish a database of our clients’ health from data obtained from our B2C e-business and call center.

Our business model is to establish a one-stop shop for our customer’s health needs. From conducting a genetic profile of our customer to determine his/her susceptibility to certain types of diseases and then customizing health supplements and organic/green food to meet his/her needs, we plan to cater to our customer’s needs at all levels. With the distribution network we hope to establish through our chain stores and B2C e-businesses, we plan to eventually branch into the sale and distribution of beauty products and medical appliances.

The Future

Within next 10 years, our goal is to:

1. Increase product coverage in target markets; achieve 20%-30% coverage

2. Enter into the medicine, health product, health industry top 500 companies in China

3. Form a diversified management group

4. Create an internationally famous brand

5. Enter into the international market

Our Business Plan

The plans designed to meet our sales and profit targets include:

Manufacturing :

(a)

improving the manufacturing techniques and staff training;

(b)

guaranteeing high quality material supply;

(c)

strengthening the working procedure controls;

(d)

implementing Good Manufacturing Practices (“GMP”)* to ensure a compliant standard in the food and medical industries;

(e)

ensuring that all employees have adequate training in health regulations

Marketing: Adopt an effective marketing mode to:

(a)

utilize direct distribution of products to chain stores nationwide;

(b)

build business alliances with well-known enterprises to create private label brands;

(c)

expand the marketing of our products beyond the traditional methods;

Product Distribution:

(a)

enlarge our sales and marketing force while developing new markets;

(b)

strengthen the distribution channel by developing promotion strategies and participating in trade shows;

(c)

develop 3-5 new products to market each year;

(d)

develop new markets through innovation and research

Our approach to manufacturing, marketing, cost control and products distribution, which is detailed above, is designed to minimize production costs and increase revenue at the same time. We feel that our procedures will enable us to reach our sales goals with an optimal manufacturing cost. The result should yield profits and a return to our investors.

Good Manufacturing Practice or “GMP” is a term that is recognized worldwide for the control and management of manufacturing and quality control testing of foods and pharmaceutical products. An important part of GMP is documentation of every aspect of the process, activities, and operations involved with drug and medical device manufacture. Additionally, GMP requires that all manufacturing and testing equipment has been qualified as suitable for use, and that all operational methodologies and procedures (such as manufacturing, cleaning, and analytical testing) utilized in the drug manufacturing process have been validated (according to predetermined specifications), to demonstrate that they can perform their purported function(s).

The Market for Healthcare and Beauty Products

The health product industry is one of the mainstay industries in the People’s Republic of China, since it has a high level recognition and importance. Recently there have been new policies for health products, which control quality, manufacturing, manufacturing environments and techniques. With China’s large and aging population there will be a steady demand for healthcare products. It is predicted that the healthcare and beauty industry will flourish over the next 50 years.

The Healthcare Product Market in the People’s Republic of China

At present, the Chinese healthcare market is growing rapidly and the demand for Chinese medicine and healthcare products has doubled every year. According to certain estimates, the PRC is the world’s fifth largest healthcare product market and by the year 2020, the size of the Chinese healthcare product market may exceed the United States and become the number one largest healthcare market.

Production: According to certain estimates, approximately 5,500 healthcare manufacturers and companies have passed China’s Good Manufacturing Practice standards. This includes over 500 Sino-Foreign Joint Ventures. At present, we estimate that China can produce approximately 40 chemical pharmaceutical preparations, approximately 4,000 varieties, and over 1,500 varieties of chemical pharmaceutical raw materials.

Sales: According to “Forecasts for China’s Medical Economy in 2010” published by the South Economic Research Institute of the State Food and Drug Administration, at present, 80% of Chinese medicines are sold at hospitals and about 20% at retail drugstores.

The Healthcare Product Market in the Heilongjiang Province, People’s Republic of China

The healthcare product industry is the major industry in Heilongjiang Province. Harbin Pharmaceutical Group Health Technology has been the market leader in China for many years. According to a study conducted by Harbin Pharmaceutical Group in 2008, over the last 10 years products of the Harbin Pharmaceutical Group Sixth Pharm Factory, and Flaming Sun Group have been among the most popular healthcare foods and products in China.

Competition in the Healthcare Products Industry

We believe our competitors are:

Harbin DaZhong Pharmaceutical Co., Ltd.

Harbin ShenXinJianKang Co., Ltd.

Tsinghua Unisplendour Corporation Limited

Yeecare Company

Our Competitive Advantages and Strategy

We believe that we have the following competitive advantages over our competitors:

We have more categories of products and a diversified production line.

We have lower cost and operating expenses.

We have a strong and effective research and development team.

We are a self-owned enterprise, and have the support of the local government.

We have a geographical advantage being located in Heilongjiang Province, the center of the healthcare industry in China.

As a new-styled industrial enterprise, we enjoy some financial support from the local government.

Sales and Marketing

We presently operate a 200 square meters distribution store which we have leased from the Harbin Huadong Plaza Realty Management Co., Ltd located at 16th Floor of Ha’er International Plaza, 66-3, Heping Road, Harbin .

We plan to open more such stores throughout the PRC. Customers who are members of our stores will enjoy discount privileges off our products and services. Complementing these stores, we plan to develop a 24-hour delivery system for our B2C e-business.

We have budgeted approximately $700,000for advertising and promotion for the current fiscal year.

Intellectual Property

We have received a patent (200610010394.4) for our “Qunle” brand Sailuozhi soft capsule from the National Bureau of Intelligence Property. We had initially applied for and used the trade name of “RunChao” soft capsules but the trade name was changed to “Qunle”, and the change has been approved by the National Bureau of Intellectual Property.

Pursuant to a Technology Transfer Agreement dated October 12, 2007 (“Kindlink Technology Transfer Agreement”), we purchased for a total of RMB350,000 the technology, manufacturing, and trademark rights to the health product known as “Kindlink” brand propolis and black ant capsule made from propolis, black ant, acanthopanax, astragalus root from Jindelikang. The change of the ownership has been approved by the State Food and Drug Administration. This product is consumed to boost one’s immunity. The certification number issued by the State Food and Drug Administration on August 20, 2004 to permit the manufacture of the product is GuoShiJianZi G20040906.

We have following 7 trademarks:

Trademark	Certificate No.	Category	Registrant	Valid Term

“Qunle”	No.3895929	No.5 : Dietetic foods adapted for medical purposes; Food preparations adapted for medical purposes; Albuminous milk; Dietetic beverages adapted for medical purposes; Milk sugar; Diabetic bread; Albuminous foodstuffs for medical purposes; Food for babies; Dietetic substances adapted for medical use; Nutritional additives for medical purposes	Harbin Humankind	7/7/2006 to 7/6/2016

“Qunle”	No.3896026	No.5 : Food preparations adapted for medical purposes; Albuminous milk; Dietetic beverages adapted for medical purposes; Milk sugar; Diabetic bread; Albuminous foodstuffs for medical purposes; Food for babies; Dietetic substances adapted for medical use; Nutritional additives for medical purposes	Harbin Humankind	7/7/2006 to 7/6/2016

“Wangzu”	No.4857905	No.30: Molasses for food; Honey; pollen healthy grease; tortoise tuchahoe paste; breed columbine extract; helix alga; non-medicial nutrition liquid; non-medicial nutrition powder; non-medicial nutrition capsule; sugar candy bird’s nest	Harbin Humankind	5/14/2008 to 5/13/2018

“Kindlink”	No.3236981	No.5: Food preparations adapted for medical purposes; Dietetic substances adapted for medical use	Harbin Humankind	12/7/2003 to 12/06/2013

“Huimeijia”	No.5280303	No.5 : Medicine for human consumption; Medical nutrition capsule; Fibres (Edible plant) [non-nutritive]; Injection; Raw material drug; Troche; suppository; Food preparations adapted for medical purposes; Dietetic foods adapted for medical purposes; Dietetic substances adapted for medical use	Harbin Humankind	7/21/2009 to 7/20/2019

“Huide”	No.5280304	No.5 : Medicines for human consumption; Medical nutrition capsule; Fibres (Edible plant) [non-nutritive]; Injection; Raw material drug; Troche; suppository; Food preparations adapted for medical purposes; Dietetic foods adapted for medical purposes; Dietetic substances adapted for medical use	Harbin Humankind	7/21/2009 to 7/20/2019

“KDLK”	No.3230404	No.5 : Food preparations adapted for medical purposes; Dietetic foods adapted for medical purposes; Dietetic substances adapted for medical use	Harbin Humankind	9/28/2003 to 9/27/2013

Regulation

The laws governing our business are as follows:

Pharmaceutical administration law of the People’s Republic of China enacted January 12, 2001

Healthcare registration and administration law, enacted January 7, 2005

Measures for the Administration of Pharmaceutical Trade License, enacted January 4, 2004

Measures for the Supervision Over and Administration of Pharmaceutical Production, enacted May 8, 2004

Food Safety Law of the People’s Republic of China, enacted June 1, 2009

Regulation on the Implementation of the Food Safety Law of the People’s Republic of China, enacted July 20, 2009

Regional regulation: Heilongjiang Regional Medicinal Materials Resource Protection Bylaw, enacted January 8, 2005

Employees

We have 81 employees including 7 officers, 14 administrators, 45 salespersons and 15 workers in manufacturing.We believe that we are in compliance with local prevailing wage, contractor licensing and insurance regulations, and have good relations with our employees.

We also have 39 independent workers for packing.

Item 1A. Risk Factors.

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and other information contained in this Annual Report on Form 10-K before to deciding to invest in our common stock.

Our future revenue will be derived from the sale of healthcare products and the manufacturing of the same. Our business, financial condition and/or results of operations may be materially adversely affected by the nature and impact of these risks. In such case, the market value of our securities could be detrimentally affected, and investors may lose part or all of their investment. Please refer to the information contained under “Business” in this report for further details pertaining to our business and financial condition.

Risks Related To Our Company

If the Company does not obtain financing when needed, its business will fail.

As of June 30, 2010, we had cash and cash equivalents on hand in the amount of $13,344,531 (audited). We predict that we will need approximately $30 million to implement our business plan and meet our capital expenditure needs over the next three years. We currently do not have any arrangements for additional financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the market prices for our products, production costs, availability of credit, prevailing interest rates and the market prices for our common stock.

The success of our business depends upon the continuing contributions of our Chief Executive Officer and other key personnel and its ability to attract other employees to expand the business, whereas the loss of key individuals or our inability to attract new employees could have a negative impact on our business.

We rely heavily on the services of Mr. Xin Sun, our Chief Executive Officer, as well as several other senior management personnel. Loss of the services of any of such individuals would adversely impact our operations. In addition, we believe that our technical personnel represent a significant asset and provide us with a competitive advantage over many of our competitors. We believe that our future success will depend upon our ability to retain these key employees and our ability to attract and retain other skilled financial, engineering, technical and managerial personnel. For example, we presently do not have any directors or officers experienced with public company SEC reporting and financial reporting requirements and we will be required to engage such persons, and independent directors, in order to satisfy the quotation standards of the Over-the-Counter-Bulletin Board on which our common stock is traded (not currently required by OTCBB or SEC). In addition, as a result of failure to engage qualified personnel we may be unable to meet our responsibilities as a public reporting company under the rules and regulations of the SEC. In this regard, we currently engage consultants to prepare SEC reporting and financial reporting documents, and, in the future, may not be able to retain such consultants due to a shortage of financial resources. None of our key personnel is a party to any employment agreement. We do not currently maintain any “key man” life insurance with respect to any of such individuals.

Future sales of our equity securities will dilute existing stockholders.

To fully execute our long-term business plan, we may need to raise additional equity capital in the future. Such additional equity capital, when and if it is raised, would result in dilution to our existing stockholders.

Subject to the receipt of additional capital required, we plan to grow very rapidly, which will place strains on management and other resources.

We plan to grow rapidly and significantly expand our operations. This growth will place a significant strain on management systems and resources. We will not be able to implement our business strategy in a rapidly evolving market without an effective planning and management processes. We have a short operating history and have not implemented sophisticated managerial, operational and financial systems and controls. We are required to manage multiple relationships with various strategic partners, and other third parties. These requirements will be strained in the event of rapid growth or in the number of third party relationships, and our systems, procedures or controls may not be adequate to support our operations and management may be unable to manage growth effectively. To manage the expected growth of our operations and personnel, we will be required to significantly improve or replace existing managerial, financial and operational systems, procedures and controls, and to expand, train and manage our growing employee base. We will be required to expand our finance, administrative and operations staff. We may be unable to complete in a timely manner the improvements to our systems, procedures and controls necessary to support future operations, management may be unable to hire, train, retain, motivate and manage required personnel and management may be unable to successfully identify, manage and exploit existing and potential market opportunities.

The Company does not carry insurance to cover any losses due to fire, casualty or theft at our production facility located in Harbin, China.

We have not obtained fire, casualty or theft insurance and there is no insurance coverage for our raw materials, goods, merchandise, furniture or building located in China. Any losses incurred by us will have to be borne by us without assistance. We may not have sufficient capital to cover material damage, or the loss of, our production facility due to fire, severe weather, flood or other cause. Such damage would have a material adverse effect on our financial condition and business operation.

The production of our health supplements and medicine depends on the supply of high quality Traditional Chinese Medicine raw materials

The production of our health supplements and medicines depends on the supply of Chinese raw materials of suitable quality. The quality and the market prices of these raw materials may be adversely affected by various factors such as the weather condition, the occurrence of nature disasters and sudden increases in demand that would impact cost of our production. Bad quality and increased market price of raw materials may adversely affect our business operation.

The products of our Company may have side effects. If side effects associated with our current or future products are not identified prior to their marketing and sale, we may suffer as a result of product liability. We may be required to withdraw such products from the market, change the labeling of our product, or suffer product liability claim against us.

All heath supplements and medicines have certain side effect. Although all of our heath supplements and medicines sold on market have passed proper testing and are approved by State Food and Drug Administration, or SFDA, the products may still inadvertently adverse effects on the health of the consumer. If such side effect is identified after marketing and sale of the product, the product may be required to be withdrawn from the market, or have a change in labeling. If a product liability claim is brought against us, it may, regardless of merit or eventual outcome, result in damage to our reputation, breach of contract with consumers, decreased demand for our products, costly litigation and loss of revenue.

Risks Related to the Healthcare Businesses

There are risks of increasing regulation of the healthcare industry in the People’s Republic of China and internationally that could have a material adverse impact on our business.

In the next 20 years, our central government as well as international regulatory bodies will focus more attention on the healthcare and beauty industry. As a result, our enterprise will have to satisfy both Chinese regulations and international regulations applicable to our industry. The cost of compliance may be high and may make the production of some healthcare and beauty products too expensive to successfully market. In such event, our business could be negatively impacted and revenues and earnings could decline.

GMP certification threatens our business with standards that will make all manufacturers produce similar products, which will take away any competitive edge.

After a company passes the GMP standards and is certified, its production methods may become homogeneous. As a result, many products will become identical and there will be little differentiation in the marketplace. This will cause profits for the manufacturer to decline and there will be few manufacturers with a competitive edge.

The Company must be successful in executing a complex business plan or it may fail to remain competitive in the industry.

Our business plan includes an emphasis on increasing research and development, strengthening our marketing and distribution capabilities and assuring a quality product. In the event that we fail to deliver on any of these strategies, we may fail to remain competitive in our industry.

Foreign companies with more capital, well developed business strategies and superior technology represent a threat to our business.

Foreign companies often have more capital, superior technology and well developed business strategies when they come to compete in the Chinese market. They threaten our existence and we must develop systems and strategies to deal with them or we will go out of business. The protectionism of domestic industry that once existed is gone when it comes to international competitors.

Risks Related to Doing Business in the PRC

The Company faces the risk that changes in the policies of the PRC government could have a significant impact upon the business the Company may be able to conduct in the PRC and the profitability of such business.

The PRC’s economy is in a transition from a planned economy to a market oriented economy subject to five-year and annual plans adopted by the government that set national economic development goals. Policies of the PRC government can have significant effects on the economic conditions of the PRC. The PRC government has confirmed that economic development will follow the model of a market economy. Under this direction, we believe that the PRC will continue to strengthen its economic and trading relationships with foreign countries and business development in the PRC will follow market forces. While we believe that this trend will continue, there can be no assurance that this will be the case. A change in policies by the PRC government could adversely affect our interests by, among other factors: changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises. Although the PRC government has been pursuing economic reform policies for more than two decades, there is no assurance that the 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 other circumstances affecting the PRC’s political, economic and social life.

The PRC laws and regulations governing the Company’s current business operations are sometimes vague and uncertain. Any changes in such PRC laws and regulations may have a material and adverse effect on the Company’s business.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including but not limited to the laws and regulations governing our business, or the enforcement and performance of our arrangements with customers in the event of the imposition of statutory liens, death, bankruptcy and criminal proceedings. The Company and any future subsidiaries are considered foreign persons or foreign funded enterprises under PRC laws, and as a result, we are required to comply with PRC laws and regulations. These laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance by foreign investors. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our businesses.

A slowdown or other adverse developments in the PRC economy may materially and adversely affect our customers, demand for our products and our business.

All of our operations are conducted in the PRC and all our revenue is generated from sales in the PRC. Although the PRC economy has grown significantly in recent years, we cannot assure investors that such growth will continue. A slowdown in overall economic growth, an economic downturn or recession or other adverse economic developments in the PRC could materially reduce the demand for our products and materially and adversely affect our business.

Inflation in the PRC could negatively affect our profitability and growth.

While the PRC economy has experienced rapid growth, such growth has been uneven among various sectors of the economy and in different geographical areas of the country. Rapid economic growth can lead to growth in the money supply and rising inflation. If prices for our products rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect on profitability. In order to control inflation in the past, the PRC government has imposed controls on bank credits, limits on loans for fixed assets and restrictions on state bank lending. Such an austere policy can lead to a slowing of economic growth. In October 2004, the People’s Bank of China, the PRC’s central bank, raised interest rates for the first time in nearly a decade and indicated in a statement that the measure was prompted by inflationary concerns in the Chinese economy. Repeated rises in interest rates by the central bank would likely slow economic activity in China which could, in turn, materially increase our costs and also reduce demand for our products.

Governmental control of currency conversion may affect the value of an investment in the Company.

The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of the PRC. We receive all our revenue in Renminbi, which is currently not a freely convertible currency. Shortages in the availability of foreign currency may restrict our ability to remit sufficient foreign currency to pay dividends, or otherwise satisfy foreign currency dominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from the transaction, can be made in foreign currencies without prior approval from the PRC State Administration of Foreign Exchange by complying with certain procedural requirements. However, approval from appropriate governmental authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of bank loans denominated in foreign currencies.

The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay certain of its expenses as they come due.

The fluctuation of the Renminbi may materially and adversely affect investments in the Company.

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions. As we rely principally on revenue earned in the PRC, any significant revaluation of the Renminbi may materially and adversely affect our cash flow, revenue and financial condition. For example, to the extent that we need to convert U.S. dollars we receive from an offering of our securities into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar could have a material adverse effect on our business, financial condition and results of operations. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our common stock or for other business purposes and the U.S. dollar appreciates against the Renminbi, the U.S. dollar equivalent of the Renminbi that we convert would be reduced. In addition, the depreciation of significant U.S. dollar denominated assets could result in a charge to our income statement and a reduction in the value of these assets.

On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar. Under the new policy, the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in an approximately 3.2% appreciation of the Renminbi against the U.S. dollar as of May 15, 2006. While the international reaction to the Renminbi revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the Renminbi against the U.S. dollar.

Recent PRC State Administration of Foreign Exchange (“SAFE”) Regulations regarding offshore financing activities by PRC residents have undergone a number of changes that may increase the administrative burden the Company faces. The failure by the Company’s stockholders who are PRC residents to make any required applications and filings pursuant to such regulations may prevent the Company from being able to distribute profits and could expose the Company and its PRC resident stockholders to liability under PRC law.

SAFE issued a public notice (the “October Notice”) effective November 1, 2005, which requires registration with SAFE by the PRC resident stockholders of any foreign holding company of a PRC entity. Without registration, the PRC entity cannot remit any of its profits out of the PRC as dividends or otherwise; however, it is uncertain how the October Notice will be interpreted or implemented regarding specific documentation requirements for a foreign holding company formed prior to the effective date of the October Notice, such as in the Company’s case. While the Company’s PRC counsel advised it that only the PRC resident stockholders who receive the ownership of the foreign holding company in exchange for ownership in the PRC operating company are subject to the October Notice, there can be no assurance that SAFE will not require the Company’s other PRC resident stockholders to make disclosure. In addition, the October Notice requires that any monies remitted to PRC residents outside of the PRC be returned within 180 days; however, there is no indication of what the penalty will be for failure to comply or if stockholder non-compliance will be considered to be a violation of the October Notice by the Company or otherwise affect the Company.

In the event that the proper procedures are not followed under the SAFE October Notice, we could lose the ability to remit monies outside of the PRC and would therefore be unable to pay dividends or make other distributions. Our PRC resident stockholders could be subject to fines, other sanctions and even criminal liabilities under the PRC Foreign Exchange Administrative Regulations promulgated January 29, 1996, as amended.

Any recurrence of severe acute respiratory syndrome, or SARS, H1N1 Flu or another widespread public health problem, could adversely affect our operations.

A renewed outbreak of SARS, H1N1 Flu or another widespread public health problem in the PRC, such as bird flu where most of our revenue is derived, could have an adverse effect on our operations. Our operations may be impacted by a number of health-related factors, including quarantines or closures of some of our offices that would adversely disrupt our operations. Any of the foregoing events or other unforeseen consequences of public health problems could adversely affect our operations.

Because our principal assets are located outside of the United States and all of our sole director and officer resides outside of the United States, it may be difficult for investors to enforce their rights based on U.S. federal securities laws against the Company and our officer and director in the U.S. or to enforce U.S. court judgment against the Company or him in the PRC.

Our sole director and officer reside outside of the United States. In addition, China Health is located in the PRC and substantially all of its assets are located outside of the United States; it may therefore be difficult or impossible for investors in the United States to enforce their legal rights based on the civil liability provisions of the U.S. federal securities laws against the Company in the courts of either the U.S. or the PRC and, even if civil judgments are obtained in U.S. courts, to enforce such judgments in PRC courts. Further, it is unclear if extradition treaties now in effect between the United States and the PRC would permit effective enforcement against the Company or our officers and directors of criminal penalties, under the U.S. federal securities laws or otherwise.

We may have difficulty establishing adequate management, legal and financial controls in the PRC.

The PRC historically has not adopted a western style of management and financial reporting concepts and practices, as well as in modern banking, computer and other control systems. We may have difficulty in hiring and retaining a sufficient number of qualified employees to work in the PRC. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet western standards.

Risks Relating to the Securities Purchase Agreement

Our Chief Executive Officer, Mr. Xin Sun, beneficially owns 53.03% of our outstanding common stock, which gives him working control over certain major decisions on which our stockholders may vote, which may discourage an acquisition of the Company.

As a result of the closing under the Securities Purchase Agreement, our sole executive officer, Mr. Xin Sun, will have the right and ability to control virtually all corporate actions requiring stockholder approval, irrespective of how our other stockholders may vote, including the following actions:

Electing or defeating the election of directors;

Amending or preventing amendment of the Company’s Certificate of Incorporation or By-laws;

Effecting or preventing a merger, sale of assets or other corporate transaction; and

Controlling the outcome of any other matter submitted to the stockholders for vote.

Our stock ownership profile may discourage a potential acquirer from seeking to acquire shares of the Company’s common stock or otherwise attempting to obtain control of the Company, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over the Company’s stock price.

Public company compliance may make it more difficult to attract and retain officers and directors.

The Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public entity, we expect these new rules and regulations to increase compliance costs in 2011and beyond and to make certain activities more time consuming and costly. As a public entity, we also expect that these new rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve as directors or as executive officers.

Risks Relating to the Share Exchange Agreement

As a result of the Share Exchange, China Health has become a wholly-owned subsidiary of a company that is subject to the reporting requirements of U.S. federal securities laws, which can be expensive.

As a result of the Share Exchange, China Health has become a wholly-owned subsidiary of a Company that is a public reporting company and, accordingly, is subject to the information and reporting requirements of the Exchange Act and other federal securities laws, including compliance with the Sarbanes-Oxley Act. The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC (including reporting of the share exchange) and furnishing audited reports to stockholders will cause our expenses to be higher than they would be if China Health had remained privately-held and did not consummate the share exchange.

In addition, it may be time consuming, difficult and costly for China Health to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. China Health may need to hire additional financial reporting, internal controls and other finance personnel in order to develop and implement appropriate internal controls and reporting procedures. If China Health is unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, China Health may not be able to obtain the independent accountant certifications required by the Sarbanes-Oxley Act.

Because China Health became public by means of a share exchange, the Company may not be able to attract the attention of major brokerage firms.

There may be risks associated with China Health's becoming public through a share exchange. Specifically, securities analysts of major brokerage firms may not provide coverage of the Company since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will, in the future, want to conduct any secondary offerings on behalf of the Company.

Risks Relating to the Common Stock

Our stock price may be volatile.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

Additions or departures of key personnel;

Limited “public float” following the Securities Purchase Agreement, in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for the common stock;

Our ability to execute our business plan;

Operating results that fall below expectations;

Loss of any strategic relationship;

Industry developments;

Economic and other external factors; and

Period-to-period fluctuations in the Company’s financial results.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

There is currently no liquid trading market for our common stock and we cannot ensure that one will ever develop or be sustained.

There is currently no liquid trading market for our common stock. We cannot predict how liquid the market for our common stock might become. Our common stock is currently approved for quotation on the OTC Bulletin Board trading under the symbol “CHHE”. Should we fail to satisfy the quotation standards for the OTC Bulletin Board, the trading price of our common stock could suffer, the trading market for our common stock may be less liquid and our common stock price may be subject to increased volatility.

Our common stock is deemed a “penny stock”, which will make it more difficult for investors to sell their shares.

The Company’s common stock is subject to the “penny stock” rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for the Company’s securities. Since the Company’s securities are subject to the penny stock rules, investors will find it more difficult to dispose of the Company’s securities.

Furthermore, for companies whose securities are quoted on the OTC Bulletin Board, it is more difficult (1) to obtain accurate quotations, (2) to obtain coverage for significant news events because major wire services generally do not publish press releases about such companies, and (3) to obtain needed capital.

Availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of common stock in the public market, or upon the expiration of any statutory holding period, under Rule 144, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

Provisions of our Articles of Incorporation and Delaware law could deter a change of control, which could discourage or delay offers to acquire the Company.

Provisions of our Articles of Incorporation and Delaware law may make it more difficult for someone to acquire control of the Company or for our stockholders to remove existing management, and might discourage a third party from offering to acquire the Company, even if a change in control or in management would be beneficial to stockholders. For example, our Articles of Incorporation allows us to issue 10,000,000 shares of preferred stock without any vote or further action by stockholders.

Volatility in our common stock price may subject the Company to securities litigation.

The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

The elimination of monetary liability against the Company’s directors, officers and employees under the Company’s Articles of Incorporation, By-Laws and Delaware law, and the existence of indemnification rights to the Company’s directors, officers and employees may result in substantial expenditures by the Company and may discourage lawsuits against our directors, officers and employees.

Our Articles of Incorporation and By-Laws contain a provision that provides for indemnification of directors and officers against any and all expenses, including amounts paid upon judgments, counsel fees and amounts paid in settlement by any such person in any proceeding that they are made a party to by reason of being or having been directors or officers of the Company, except in relation to matters as to which any such director or officer shall be adjudged to be liable for his own negligence or misconduct in the performance of his duties. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law. The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage the Company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit the Company and our stockholders.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

We presently operate a 200 square meters distribution store which we have leased from the Harbin Huadong Plaza Realty Management Co., Ltd. located at 16th Floor of Ha’er International Plaza, 66-3, Heping Road, Harbin . The lease contract was entered into by and between Harbin Huadong Plaza Realty Management Co.,Ltd. and Humankind with the term from 08/20/2008 to 08/19/2011 and the rent is RMB 50,000 per year (approximately $7,350) with a deposit of RMB10,000 (approximately, $1,470).

We also plan to build a gene laboratory to conduct gene studies, drug screening and the development of new drugs and a new factory to manufacture our products. We have budgeted construction costs to be approximately RMB 80,000,000. We have already purchased a 50-year right to use a piece of land from the Harbin Songbei District Construction and Development Management Association for this purpose. The plot of land is approximately 30,000 square meters and is located in the Duiqing Mountain Industrial Park, Harbin. The full price of the land is RMB 31,500,000 and we have already paid RMB21,000,000. The remaining RMB10,500,000 shall be paid prior to the registration of our land use right with local authorities.

Item 3. Legal Proceedings.

We do not knowany material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.

Item 4. (Removed and Reserved).

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is traded over-the-counter on the OTC Bulletin Board under the designation CHHE.OB (previously UFOG.OB) and the market for the stock has been relatively inactive. The range of high and low bid quotations for the quarters of the last two years ended June 30, 2010 and the subsequent interim period for which financial statements are included (adjusted for the 1-for-20 reverse split which occurred on November 13, 2008) is listed below. The quotations are taken from the OTC Bulletin Board. They reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.

Calendar Quarter	High Bid			Low Bid

Fiscal Year ended June 30, 2009
2008 Third Quarter	$	0.24		$	0.14
2008 Fourth Quarter	$	2.00	*	$	0.02	*
2009 First Quarter	$	.40	*	$	0.0252	*
2009 Second Quarter	$	0.40	*	$	0.10	*

Fiscal Year ended June 30, 2010
2009 Third Quarter	$	0.20		$	0.11
2009 Fourth Quarter	$	0.65		$	0.20
2010 First Quarter	$	2.00		$	0.41
2010 Second Quarter	$	1.18		$	0.78

*	Prices reflect a 1-for-20 reverse split of our common stock on November 13, 2008

As of September 27, 2010, we had approximately 367 shareholders of record of our common stock, including the shares held in street name by brokerage firms. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

Dividends

We have not paid dividends on our common stock and do not anticipate paying such dividends in the foreseeable future. We will rely on dividends from Harbin Humankind for our funds and PRC regulations may limit the amount of funds distributed to us from Harbin Humankind, which will affect our ability to declare any dividends.

Securities authorized for issuance under equity compensation plans

As of the date of this prospectus, we do not have any securities authorized for issuance under any equity compensation plans and we do not have any equity compensation plans.

Registrar and Stock Transfer Agent

Our stock transfer agent is Interwest Transfer Company, Inc. at 1981 Murray Holladay Road, Suite 100 Salt Lake City, UT 84117 Tel: (801)272-9294 Fax: (801)277-3147.

Shares Eligible for Future Sale

There is no established trading market for our common stock. Future sales of substantial amounts of our common stock in the trading market could adversely affect market prices.

Penny Stock Regulations

Our shares of common stock are subject to the "penny stock" rules of the Securities Exchange Act of 1934 and various rules under this Act. In general terms, "penny stock" is defined as any equity security that has a market price less than $5.00 per share, subject to certain exceptions. The rules provide that any equity security is considered to be a penny stock unless that security is registered and traded on a national securities exchange meeting specified criteria set by the SEC, issued by a registered investment company, and excluded from the definition on the basis of price (at least $5.00 per share), or based on the issuer's net tangible assets or revenues. In the last case, the issuer's net tangible assets must exceed $3,000,000 if in continuous operation for at least three years or $5,000,000 if in operation for less than three years or the issuer's average revenues for each of the past three years must exceed $6,000,000.

Trading in shares of penny stock is subject to additional sales practice requirements for broker-dealers who sell penny stocks to persons other than established customers and accredited investors. Accredited investors, in general, include individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 (or $300,000 together with their spouse), and certain institutional investors. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of the security and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent disclosing recent price information for the penny stocks. These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock, to the extent it is penny stock, and may affect the ability of shareholders to sell their shares.

Recent Sale of Unregistered Securities

None.

Repurchase of Equity Securities

None.

Item 6. Selected Financial Data

Not Applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The financial and business analysis in this Annual Report on Form 10-K (the “Report”) provides information we believe is relevant to an assessment and understanding of our financial condition and results of operations. The following discussion should be read in conjunction with our consolidated financial statements and related notes included in Part II, Item 8 of this Report.

FORWARD LOOKING STATEMENTS

The following discussion should be read in conjunction with the information contained in our consolidated financial statements and the notes thereto appearing elsewhere herein and in the risk factors and “Forward Looking Statements” summary set forth in the forepart of this Annual Report as well as the “Risk Factors” section above and are afforded the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Readers should carefully review the risk factors disclosed in this Annual Report and other documents filed by us with the SEC.

DISCUSSION

We make certain forward-looking statements in this report. Statements concerning our future operations, prospects, strategies, financial condition, future economic performance (including growth and earnings), demand for our services, and other statements of our plans, beliefs, or expectations, including the statements contained under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” as well as captions elsewhere in this document, are forward-looking statements. In some cases these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can”, “could,” “may,” “should,” “will,” “would,” and similar expressions. We intend such forward-looking statements to be covered by the safe harbor provisions contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements we make are not guarantees of future performance and are subject to various assumptions, risks, and other factors that could cause actual results to differ materially from those suggested by these forward-looking statements. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. Indeed, it is likely that some of our assumptions will prove to be incorrect. Our actual results and financial position will vary from those projected or implied in the forward-looking statements and the variances may be material. You are cautioned not to place undue reliance on such forward-looking statements. These risks and uncertainties, together with the other risks described from time to time in reports and documents that we file with the SEC should be considered in evaluating forward-looking statements.

The nature of our business makes predicting the future trends of our revenue, expenses, and net income difficult. Thus, our ability to predict results or the actual effect of our future plans or strategies is inherently uncertain. The risks and uncertainties involved in our business could affect the matters referred to in any forward-looking statements and it is possible that our actual results may differ materially from the anticipated results indicated in these forward-looking statements. Important factors that could cause actual results to differ from those in the forward-looking statements include, without limitation, the following:

•

the effect of political, economic, and market conditions and geopolitical events;

•

legislative and regulatory changes that affect our business;

•

the availability of funds and working capital;

•

the actions and initiatives of current and potential competitors;

•

investor sentiment; and

•

our reputation.

We do not undertake any responsibility to publicly release any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this report. Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by any forward-looking statements

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto as filed with the SEC and other financial information contained elsewhere in this Report.

Except as otherwise indicated by the context, references in this Form 10-Q to “we,” “us,” “our,” “the Registrant”, “our Company,” or “the Company” are to China Health Industries Holdings, Inc., a Delaware corporation, China Health Industries Holdings Limited, and its wholly owned subsidiary, Harbin Humankind Biology Technology Co. Limited. Unless the context otherwise requires, all references to (i) “PRC” and “China” are to the People’s Republic of China; (ii) “U.S. dollar,” “$” and “US$” are to United States dollars; (iii) “RMB” are to Yuan Renminbi of China; (iv) “Securities Act” are to the Securities Act of 1933, as amended; and (v) “Exchange Act” are to the Securities Exchange Act of 1934, as amended.

Our History and Corporate Structure

Business Overview

Harbin Huimeijia Medicine Company was incorporated on October 14, 2008. Huimeijia completed its GMP certification on July 23, 2009 and will be producing and selling our medical drugs.

Our business is conducted through chain-stores and, with regard to the sale of our products, eventually over the internet.

Termination of Acquisition of Tiefeng

On August 24, 2009, the Company’s wholly-owned subsidiary, Harbin Humankind Biology Technology Co., Limited (“Harbin Humankind”), entered into a share transfer agreement with the shareholders of Heilongjiang Tiefeng Rice Company Limited (“Tiefeng”) to purchase all the equity interest of Tiefeng (“the Share Transfer Agreement”).

Pursuant to the Share Transfer Agreement, Harbin Humankind was to pay a total of RMB 102,600,000 (approximately $15 million) in cash for all the equity in Tiefeng as follows:

(i)

RMB 50,000,000 (approximately, $7.3 million) within 3 days of signing of the Share Transfer Agreement;

(ii)

RMB5,000,000 (approximately $700,000) as a deposit towards the purchase price; and

(iii)

The remainder RMB 47,600,000 (approximately, $7 million) within 7 days of the effective transfer of the equity interests to Harbin Humankind.

If the transfer of equity interest was not effected within 60 days from the date of the Share Transfer Agreement, the shareholders had to pay to Harbin Humankind 5% of the total purchase consideration as compensation to Harbin Humankind. In addition, the shareholders had to pay liquidated damages of 0.04% of the total purchase consideration for every day of delay beyond the 60-day period and Harbin Humankind shall then have the right to terminate the Share Transfer Agreement forthwith.

On July 23, 2009 and August 19, 2009, cash in the amount of $734,482 (RMB 5,000,000) and $7,304,815 (RMB 50,000,000) respectively, were paid to Tiefeng.

Tiefeng did not get all organic certified documents from the local government agencies to complete the transaction on the final extension date of February 28, 2010. Accordingly, we terminatedthe contract Share Transfer Agreement. Tiefeng agreed to pay interest to us for retaining the purchasing price from August 19, 2009 to February 27, 2010.

We received interest income from Tiefeng in the amount of $226,482 on February 27, 2010. Tiefeng paid back approximately $1.46 million (RMB 10,000,000) to the Company on March 31, 2010, the additional $1.46 million (RMB 10,000,000) was paid on April 30, 2010 as part of the deposit refund. Another $1.46 million (RMB 10,000,000) was paid on May 31, 2010. $2.92 million (RMB 20,000,000) is converted to a loan made by the Company to Tiefeng. The balance $734,482 (RMB 5,000,000) is converted as advances to Tiefeng for future purchases of its inventory.

Results Of Operations

For the year ended June 30, 2010 as compared to June 30, 2009

Our principal business operations are conducted through our wholly owned subsidiary, Harbin Humankind Biology Technology Co., Limited (“Humankind”) and Humankind’s subsidiary, Harbin Huimeijia Medicine Company (“Huimeijia”) which was incorporated on October 14, 2008. Huimeijia received GMP certification on July 23, 2009 and will be producing and selling our medical drugs.

	June 30
	2010		Variance			2009
REVENUES
Product Sales (net of sales allowance)	$	43,105,972		293	%	$	10,967,828
Total revenues	$	43,105,972					10,967,828

COST OF GOODS SOLD
Cost of goods sold		20,160,420		313	%		4,877,286
Gross Profit	$	22,945,552		277	%	$	6,090,542

Total revenues increased by 293% for the year ended June 30, 2010 compared to the same period in 2009. The $32,138,144 increase in revenue is attributable to strong performances from our sales distribution channels.

This growth in sales is attributable to volume and our efforts to continue to develop our distribution channels by hiring additional sales agents to assure that our products and their associated benefits are seen by those making or influencing the purchasing decisions.

Our cost of sales increased $15,283,134, or 313% in the year ended June 30, 2010 compared to 2009. The costs is in tandem with our increased sales.

Sales by Product Line

A break-down of our sales by major product line for each of the years ended June 30, 2010 and 2009 is as follows:

	For the Year Ended June 30
	2010							2009
Product Category	Quantity (Unit)		Sales USD		% of Sales			Quantity (Unit)		Sales USD		% of Sales
Sleeping Beauty Capsule		102,951		1,544,548		3.58	%
Virility Max Capsule		122,945		1,537,094		3.57	%
Ruddy Granule		69,868		2,096,424		4.86	%
Blood Cleanser Soft Capsule		78,546		2,356,811		5.47	%
Abalone, Sea cucumber and Frog oil soft capsule		11,733		2,523,057		5.85	%		7,940		1,704,461		15.54	%
Ganodermalucidum and Aweto Soft Capsules		8,640		1,857,940		4.31	%		7,835		1,681,922		15.34	%
Chao BaoCapsule									1,500		28,082		0.26	%
Jianwei Calcium Tablet									36,320		22,448		0.2	%
Propolis and Black Ant Capsule		52,667		4,859,420		11.27	%		23,796		2,191,789		19.98	%
Waterlilies Soft Capsule(Sailuozhi)		130,730		17,290,732		40.11	%		13,546		3,144,578		28.67	%
Colon Cleanser Capsule		202,731		9,026,882		20.94	%		30,090		2,133,088		19.45	%
OEM Sales				13,064		0.03	%				61,460		0.56	%
Total				43,105,972		100	%			$	10,967,828		100	%

Operating Expenses

The following table summarizes the changes in our operating expenses from $1,717,170 to $5,479,124 for each of the years ended June 30, 2010 and 2009, respectively:

	For the Year Ended June 30
	2010		Variance			2009
Operating Expenses
Selling , General and Administrative expenses	$	4,841,842		196	%	$	1,634,236
Depreciation and amortization		79,388		48	%		53,729
Research and Development		557,894		1,810	%		29,205
Total operating expenses	$	5,479,124		219	%	$	1,717,170

Total operating expenses for the year ended June 30, 2010 increased $3,761,954 or 219% over the same period in 2009. The higher operating expenses were primarily attributable to the increased costs of marketing and distribution of our products for sale to generate our increased product sales increased by 293% from $10,967,828 in fiscal year ended June 30, 2009 to $43,105,972 in fiscal year ended June 30, 2010.

Research and Development

During the fiscal years ended June 30, 2010 and 2009, the Company spent approximately $558,000, and $29,205 respectively, on research and development. The Company’s research and development program seeks to discover and substantiate the efficacy and safety of ingredients and products that have a significant nutritional therapeutic value to consumers.

Interest income and interest expense

Interest income is $226,536 in fiscal year 2010 compared to $307 in fiscal year 2009. The primary reason for the increase is Tiefeng paid interest to the Company for retained the purchasing price from August 19, 2009 to February 27, 2010.

We incurred imputed interest expenses in the amount of $20,315 on the loans due to Mr. Xin Sun, the executive officer and major shareholder of company, these loans are unsecured, non-interest bearing and have no fixed terms of repayment.

Provision for Income Taxes.

Income tax expense was $4,447,467 for fiscal 2010 as compared to $1,483,486 for fiscal 2009. The provision is primarily related to income generated by our PRC subsidiaries. The provision for income taxes differs from the amount which would result from applying the statutory federal income tax rate due to the taxes imposed on the foreign subsidiaries as well as the fact that the Company is not fully valuing a tax asset and benefit of the net operating loss carry forward.

CRITICAL ACCOUNTING ESTIMATES

Method of Accounting

The Company maintains its general ledger and journals with the accrual method accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America and have been consistently applied in the presentation of financial statements.

Accounts Receivable – Trade

Trade receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An allowance for doubtful accounts is made when recovery of the full amount is doubtful.

Inventories

Inventories are stated at the lower of cost or market value. Cost is computed using the first-in, first-out method and includes all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. Market value is determined by reference to the sales proceeds of items sold in the ordinary course of business or estimates based on prevailing market conditions. If actual market conditions are less favorable than those projected by management write-downs may be required.

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost. Repairs and maintenance to these assets are charged to expense as incurred; major improvements enhancing the function and/or useful life are capitalized. When items are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gains or losses arising from such transactions are recognized.

Property, plant and equipment, patents, trademarks and other intangible assets owned by the Company are depreciated or amortized, over their estimated useful lives. Useful lives are based on management’s estimates over the period that such assets will generate revenue. Intangible assets with definite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Future adverse changes in market conditions or poor operating results of underlying capital investments or intangible assets could result in losses or an inability to recover the carrying value of such assets, thereby possibly requiring an impairment charge in the future.

Statutory Reserve

Statutory reserve refer to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and, are to be used to expand production or operation. PRC laws prescribe that an enterprise operating at a profit, must appropriate, on an annual basis, from its earnings, an amount to the statutory reserve to be used for future company development. Such an appropriation is made until the reserve reaches a maximum equaling 50% of the enterprise’s capital.

Recognition of Revenue

Revenue is recognized once four criteria are met: (1) the Company must have persuasive evidence that an arrangement exists; (2) delivery must occur, which generally happens at the point of shipment (this includes the transfer of both title and risk of loss, provided that no significant obligations remain which is usually the case); (3) the price must be fixed or determinable; and (4) collectability must be reasonably assured. Shipping revenue is included in net sales while the related costs, including shipping and handling costs, are included in the cost of products sold. The Company allows its customers to return product for exchange or credit subject to certain limitations. A provision for such returns is recorded based upon historical experience.

Foreign Currency Translation

The Company’s two operating subsidiaries maintain their financial statements in the functional currency, which is the Renminbi (RMB). Another subsidiary maintains its financial statements in the functional currency, which is Hong Kong Dollar. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

For financial reporting purposes, the financial statements of subsidiaries, which are prepared using the functional currency, have been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates, and stockholders’ equity is translated at historical exchange rates. Translation adjustments are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.

The Company has adopted “Stock-based Compensation and Other Stock-based Payments”. This Section establishes standards for the recognition, measurement and disclosure of stock-based compensation and other stock-based payments made in exchange for goods and services, and applies to transactions, including non-reciprocal transactions, in which an enterprise grants shares of common stock or other equity instruments, or incurs liabilities based on the price of common stock or other equity instruments. The Company uses the fair-value based method to account for all stock-based payments to employees and non-employees by measuring the compensation cost of the stock-based payments using the Black-Scholes option-pricing model.

The fair value of the stock-based compensation is recorded as a charge to operations over the vesting period with a credit to contributed surplus.

2011 Outlook

We anticipate our total revenues in 2011 versus 2010 to increase by 40% or approximately $17.2 million with growth in all categories of our product sales. Our gross profit margin in 2011 is expected to be approximately 53% due to raw material cost inflation. We estimate our overall 2011 net profit margins to be approximately 28%. However, there is no assurance that these predictions will be reached.

Liquidity and Capital Resources

The following table summarizes our cash and cash equivalents position, our working capital, and our cash flow activity as of June 30, 2010 and 2009 and for each of the years then ended:

	2010			2009

As of June 30:
Cash and cash equivalents	$	13,344,531		$	7,394,270
Working capital	$	15,924,133		$	2,410,264
Inventories	$	184,522		$	150,652
For the Year Ended June 30:
Cash provided by (used in):
Operating activities	$	9,515,621		$	7,051,480
Investing activities	$	(3,110,533	)	$	(55,147	)
Financing activities	$	(783,144	)	$	320,034

As of June 30, 2010, cash and cash equivalents were $13,344,531 as compared to $7,394,270 at June 30, 2009. The increased cash and cash equivalents position of 5,950,261 or 80% as on June 30, 2010 was primarily due to our cash flows provided by operating activities in 2010 of approximately $9.5 million.

Our current ratio was 4.58 versus 1.47 and the quick ratio was 4.53 versus 1.44 at June 30, 2010 and 2009, respectively. Management endeavors to ensure that funds are available to take advantage of new investment opportunities and that funds are sufficient to meet future liquidity and capital needs.

Cash flows provided by operating activities was $9,515,621 for the year ended June 30, 2010 compared to cash flows provided by operation activities of $7,051,480 for the same period in 2009. The increase in cash provided by operating activities of $2,464,141 is primarily attributable to the increased net income of approximately $13.3 million in 2010 versus $2.8 million in 2009.

Our working capital position at June 30, 2010 was $15,924,133 compared to $2,410,264 at June 30, 2009. Our increased working capital position in 2009 was principally funded by the increased net income of approximately $10.4 million. Management considers current working capital and borrowing capabilities adequate to cover our current operating and capital requirements for the full fiscal year 2010.

Currency Exchange Fluctuations

All of our revenues and majority of the expenses during the year ended June 30, 2010 were denominated primarily in Renminbi (“RMB”), the currency of China, and was converted into US dollars at the exchange rate of 6.83667 RMB to 1 U.S. Dollar. There can be no assurance that RMB-to-U.S. dollar exchange rates will remain stable. A devaluation of RMB relative to the U.S. dollar would adversely affect our business, financial condition and results of operations. We do not engage in currency hedging.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are currently material or reasonably likely to be material to our financial position or results of operations.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable.

Item 8. Financial Statements and Supplementary Data.

The financial statements required by this item are set forth beginning on page F-1.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets		F-3

Consolidated Statements of Operations and Comprehensive Income		F-4

Consolidated Statements of Cash Flows		F-5

Consolidated Statements of Stockholders’ Equity		F-6

Notes to Consolidated Financial Statements		F-7 - F-22

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

China Health Industries Holdings, Inc.

We have audited the accompanying consolidated balance sheets of China Health Industries Holdings, Inc. and subsidiaries (the Company) as of June 30, 2010 and 2009 and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of China Health Industries Holdings, Inc. and subsidiary as of June 30, 2010 and 2009, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ e-FANG Accountancy Corp & CPA

City of Industry, California

September 22, 2010

F-2

CHINA HEALTH INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30, 2010		June 30, 2009
ASSETS

Current assets
Cash and cash equivalents	$	13,344,531	$	7,394,270
Accounts receivable		5,693		21,510
Inventory		184,522		150,652
Notes receivable		2,992,893		-
Prepaid expenses		764,738		9,533
Deposit		3,084,335		-

Total current assets		20,376,712		7,575,965

Property and equipment – net		987,310		1,032,328
Intangible Assets – net		835,183		849,285
Construction-in-progress		163,323		10,519

Total assets	$	22,362,528	$	9,468,097

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	228,629	$	574,325
Customer deposits		363		2,922
Related party debt		85,408		868,552
Wages payable		291,885		671,193
Self-insured reserve		216,343
Tax payable		3,629,951		3,048,709

Total current liabilities		4,452,579		5,165,701

Commitments and contingencies		968,484		175,316

STOCKHOLDERS’ EQUITY
Common stock ($0.0001 par value, 300,000,000 shares authorized, 62,239,737 and 62,234,737 issued and outstanding, respectively)		6,224		6,223
Additional paid-in capital		1,434,910		1,409,846
Accumulated other comprehensive income		589,618		261,301
Retained earnings		15,879,197		2,625,026

Total Stockholders' equity		17,909,949		4,302,396

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	22,362,528	$	9,468,097

See accompanying notes to the consolidated financial statements

F-3

CHINA HEALTH INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Year Ended
	June 30, 2010			June 30, 2009
REVENUE	$	43,105,972		$	10,967,828
COST OF GOODS SOLD		20,160,420			4,877,286

Gross Profit		22,945,552			6,090,542

OPERATING EXPENSES
Selling, general & administrative expenses		4,841,842			1,634,236
Depreciation and amortization expenses		79,388			53,729
Research & development		557,894			29,205
Total operating expenses		5,479,124			1,717,170
Operating profit		17,466,428			4,373,372

OTHER INCOME (EXPENSES)
Interest expenses		(20,580	)		(65,995	)
Interest income		226,536			307
Other income		29,254			256
Total other income (expense)		235,210			(65,432	)

INCOME (LOSS) BEFORE INCOME TAXES		17,701,638			4,307,940
Income taxes		4,447,467			1,483,486
Net income (loss)	$	13,254,171		$	2,824,454

OTHER COMPREHENSIVE INCOME
Foreign currency translation gain (loss)	$	327,761		$	15,297
Comprehensive income	$	13,581,932		$	2,839,751

Basic and diluted net loss per share		0.21			0.05
Weight average shares outstanding		62,239,737			62,234,737

See accompanying notes to the consolidated financial statements

F-4

CHINA HEALTH INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended June 30
	2010			2009
Cash flows from operating activities:

Net income (loss)	$	13,254,171		$	2,824,454

Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities

Depreciation & amortization		79,388			74,513
Imputed interest		20,315			65,995
Wrote off intangible assets		-			289,636
Share-based compensation		4,750			-
Self-insured reserve		216,343			-

Changes in assets and liabilities -
(Increase) decrease in:

Accounts receivables and other receivables		(39,615	)		(21,510	)
Inventory		(33,870	)		(43,527	)
Prepaid expense		(3,839,539	)		25,411
Accounts payable and other payables		(146,322	)		3,836,508
Net cash provided by (used in) operating activities		9,515,621			7,051,480

Cash flows from investing activities:

Purchases/ (transfer) of fixed assets		(20,268	)		(44,628	)
Notes receivable		(2,937,461	)		-
construction-in-progress		(152,804	)		(10,519	)
Net cash provided by investing activities		(3,110,533	)		(55,147	)

Cash flows from financing activities:
Contributed capital		-			1,464
Proceeds from related party debt		(783,144	)		318,570
Net cash provided by financing activities		(783,144	)		320,034

Effect of exchange rates on cash		328,317			42,652

Net increase (decrease) in cash and cash equivalents		5,950,261			7,359,019

Cash and cash equivalents, at beginning of year		7,394,270			35,251

Cash and cash equivalents, at end of year	$	13,344,531		$	7,394,270

Supplemental cash flow information
Cash paid for income tax	$	3,310,900		$	226,986

Noncash investing and financing activities
Adjustment of fixed asset value for wrote off	$	-		$	289,636

See accompanying notes to the consolidated financial statements

F-5

CHINA HEALTH INDUSTRIES HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

	Common shares

	Shares		Amount		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income		Stockholders' Equity

Balances, June 30, 2009		62,234,737	$	6,223	$	1,409,846	$	2,625,026	$	261,301	$	4,302,396

Stock based compensation		5,000		1		4,749						4,750

Imputed interest on shareholder loan						20,315						20,315

Net income for the year ended June 30, 2010								13,254,171				13,254,171

Other comprehensive income-Translation adjustment										328,317		328,317

Balances, June 30, 2010		62,239,737	$	6,224	$	1,434,910	$	15,879,197	$	589,618	$	17,909,949

See accompanying notes to the consolidated financial statements

F-6

CHINA HEALTH INDUSTRIES HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - ORGANIZATION AND BUSINESS BACKGROUND

China Health Industries Holdings Limited ("China Health") was incorporated on July 20, 2007 in Hong Kong under the Companies Ordinance as a limited liability company. China Health was formed for the purpose of seeking and consummating a merger or acquisition with a business entity organized as a private corporation, partnership, or sole proprietorship as defined by Statement of Financial Accounting Standards (SFAS) No. 7.

Harbin Humankind Biology Technology Co., Limited ("Humankind") was incorporated in Harbin City, Heilongjiang Province, the People's Republic of China (the "PRC") on December 14, 2003, as a limited liability company under the Company Law of PRC. China Health is engaged in the business of production and distribution of health food.

On August 20, 2007, the sole shareholder of China Health entered into a Share Purchase Agreement with the owners of Humankind. Pursuant to the Agreement, China Health purchased 100% of the ownership in Humankind for a cash consideration of $60,408. Subsequent to completion of the Agreement, Humankind became a wholly-owned subsidiary of China Health. The share purchase transaction is being accounted for as a “reverse merger,” since the owner of Humankind owns a majority of the outstanding shares of China Health’s common stock immediately following the execution of the Agreement. Humankind is deemed to be the acquirer in the reverse merger. Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements for periods prior to the Agreement will be those of Humankind and will be recorded at the historical cost basis. After completion of the Agreement, China Health’s consolidated financial statements will include the assets and liabilities of both China Health and Humankind, the historical operations of Humankind and the operations of China Health and its subsidiaries from the closing date of the Agreement.

On October 14, 2008, Harbin Humankind set up a 99% owned subsidiary Harbin Huimeijia Medicine with its primary business being manufacturing and distributing medicine. Mr. Xin Sun, t the Company’s majority owner, owns 1% of this subsidiary. The subsidiary is consolidated in the consolidated financial statements of the Company

On December 31, 2008, China Health closed a reverse merger with Universal Fog, Inc; a U.S. public traded Shell Company. China Health is the accounting acquirer in the transaction and the transaction is treated as a recapitalization of the Company. After the transaction and a 1:20 reverse stock split, Xin Sun owned 61,203,088 shares of common stock, representing 98.3% of the 62,234,737 total outstanding shares of common stock of the Company. On April 7, 2009, Mr. Sun transferred 28,200,000 shares of common stock to 296 individuals, leaving him with 33,003,088 shares of common stock of the Company, or approximately 53.03%. We changed our name from "Universal Fog, Inc." to "China Health Industries Holdings, Inc." on February 19, 2009.

F-7

Note 2 - SIGNIFICANT ACCOUNTING POLICIES

Principals of Consolidation

The accompanying consolidated financial statements include China Health Industries Holdings Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). This basis of accounting differs from that used in the statutory accounts of China Health, which are prepared in accordance with the “Accounting Principles of China” (“PRC GAAP”).

Translation of Foreign Currencies

China Health maintains its books and accounting records in PRC currency “Renminbi” (“RMB”), which is determined as the functional currency. Transactions denominated in currencies other than RMB are translated into RMB at the exchange rates quoted by the People’s Bank of China (“PBOC”) prevailing at the date of the transactions. Foreign currency exchange gain and losses resulting from these transactions are included in operations.

China Health’s financial statements are translated into the reporting currency, the United States Dollar (“US$”). Assets and liabilities of China Health are translated at the prevailing exchange rate at each reporting period end. Contributed capital accounts are translated using the historical rate of exchange when capital is injected. Income and expense accounts are translated at the average rate of exchange during the reporting period. Translation adjustments resulting from translation of these financial statements are reflected as accumulated other comprehensive income (loss) in the shareholders’ equity.

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 judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. China Health bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions about future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. While China Health believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates.

Earnings per share

Basic earnings per common share is computed by dividing net earnings applicable to common shareholders by the weighted-average number of common shares outstanding during the period. When applicable, diluted earnings per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options and warrants.

F-8

Potential common shares issued are calculated using the treasury stock method, which recognizes the use of proceeds that could be obtained upon the exercise of options and warrants in computing diluted earnings per share. It assumes that any proceeds would be used to purchase common stock at the average market price of the common stock during the period.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less at the time of purchase.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. China Health extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and determined based on managements’ assessment of known requirements, aging of receivables, payment history, the customer’s current credit worthiness, and the economic environment.

Concentrations of Credit Risk

Financial instruments that subject China Health to concentrations of credit risk consist primarily of cash and cash equivalents. China Health maintains its cash and cash equivalents with high-quality institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally these deposits may be redeemed upon demand and therefore bear minimal risk.

Self-Insured Reserve and Allowance

The Company is self-insured for all risks and carries no general liability or product insurance coverage of any kind. This account requires the use of estimates and judgment. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The Company believes that such estimates are made with consistent and appropriate methods. Actual results may differ from these estimates under different assumptions or conditions. The self-insured reserve in the amount of $216,343 and Nil was made in the fiscal years ended June 30, 2010 and 2009, respectively

Fair Value of Financial Instruments

The carrying value of financial instruments including cash and cash equivalents, receivables, accounts payable and accrued expenses, approximates their fair value at June 30, 2010 and 2009 due to the relatively short-term nature of these instruments.

F-9

Prepaid Expenses

Prepaid expenses principally include advances to raw material suppliers.

Inventory

Inventories are stated at the lower of cost or market using the weighted average method. China Health reviews its inventory on a regular basis for possible obsolete goods or to determine if any reserves are necessary for potential obsolescence. No reserve was made in the fiscal years ended June 30, 2010 and 2009, respectively.

Impairment of Long–Lived Assets

China Health reviews all of its long-lived assets, including tangible and intangible long-lived assets, for impairment indicators at least annually and performs detailed impairment testing for all long-lived assets whenever impairment indicators are present. When necessary, China Health records charges for impairments of long-lived assets for the amount by which the present value of future cash flows, or some other fair value measure, is less than the carrying value of these assets.

Property, Plant and Equipment

Property, plant and equipment are carried at cost. Maintenance, repairs and minor renewals are expensed as incurred; major renewals and improvements that extend the lives or increase the capacity of plant assets are capitalized.

When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the reporting period of disposition.

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. The percentages or depreciable life applied are:

Building, warehouse and Improvements	20 to 30 years
Land use rights	50 years
Furniture & Equipment	5 to 7 years
Transportation Equipment	5 to 15 years
Machinery and Equipment	7 to 15 years

Property and equipment are evaluated for impairment in value whenever an event or change in circumstances indicates that the carrying values may not be recoverable. If such an event or change in circumstances occurs and potential impairment is indicated because the carrying values exceed the estimated future undiscounted cash flows of the asset, the Company will measure the impairment loss as the amount by which the carrying value of the asset exceeds its fair value.

F-10

Intangible assets

Intangible assets consist of patents and goodwill. Patent costs are amortized over an estimated life of ten years.

Intangible assets are accounted for in accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). Intangible assets with finite useful lives are amortized while intangible assets with indefinite useful lives are not amortized. As prescribed by SFAS 142, goodwill and intangible assets are tested periodically for impairment. The Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long- Lived Assets," effective January 1, 2002. Accordingly, the Company reviews its long-lived assets, including property and equipment and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of its long-lived assets, the Company evaluates the probability that future undiscounted net cash flows will be less than the carrying amount of the assets. Impairment costs, if any, are measured by comparing the carrying amount of the related assets to their fair value. The Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their respective fair values. Fair value is determined by discounted future cash flows, appraisals or other methods. If the assets determined to be impaired are to be held and used, the Company recognizes an impairment loss thru a charge to operating results to the extent the present value of anticipated cash flows attributable to the assets are less than the asset’s carrying value. The Company would depreciate the remaining the remaining value over the remaining estimated useful life of the asset to operating results.

Pharmaceutical Patents

On June 9, 2007, China Health entered into a Purchase Agreement, pursuant to which China Health agreed to purchase pharmaceutical patents from a third party for $410,792 (RMB ¥ 3,180,000).

China Health recorded the pharmaceutical patents at the purchase price and amortizes the costs over their estimated beneficial period, 10 years, using the straight-line method as of June 30, 2008. The Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their respective fair values. Fair value is determined by discounted future cash flows, appraisals or other methods. If the assets determined to be impaired are to be held and used, the Company recognizes an impairment loss thru a charge to operating results to the extent the present value of anticipated cash flows attributable to the assets are less than the asset’s carrying value. The Company would depreciate the remaining the remaining value over the remaining estimated useful life of the asset to operating results.

There were no impairments during year ended June 30, 2010; the impairment during year ended June 30, 2009 was $289,636.

Land Use Right

All land belongs to the State in PRC. Enterprises and individuals can pay the State a fee to obtain a right to use a piece of land for commercial purpose or residential purpose for an initial period of 50 years or 70 years, respectively. The land use right can be sold, purchased, and exchanged in the market. The successor owner of the land use right will reduce the amount of time which has been consumed by the predecessor owner. On June 7, 2004, China Health enter into a purchase contract with the local government, pursuant to which China Health agreed to purchase the right to use a piece of land, approximately 8 acres, located in the Harbin County, Heilongjiang Province for commercial purpose over a fifty-year period from June 7, 2004 through June 6, 2054, for $637,261 (RMB ¥5,248,000), which China Health has fully paid to the seller on June 13, 2004. The Department of Housing and Urban Development (“HUD”) of Harbin City approved this transaction. China Health recorded the land use right at its purchase price. The cost of the land use right is amortized over its prospective beneficial period, using the straight-line method with no residual value. China Health’s production facilities and office are located in this piece of land. As of June 30, 2010, the land use right has net balance of $835,183 included land improvements in the amount of $293,618.

F-11

Customer Deposits

Customer Deposit represents the money the Company has received from customers in advance for the purchase of goods. The Company considers customer deposits as a liability until the title of goods have been transferred at which point the balance will be credited to sales revenue.

Revenue Recognition

China Health recognizes revenue when it is both earned and realized or realizable. The Company’s policy is to recognize revenue when title to the product, ownership and risk of loss have transferred to the customer, persuasive evidence of an arrangement exits and collection of the sales proceeds is reasonably assured, all of which generally occur upon shipment of goods to customers. The majority of the Company’s revenue relates to the sale of inventory to customers, and revenue is recognized when title and the risks and rewards of ownership pass to the customer. Given the nature of the Company’s business and the applicable rules guiding revenue recognition, the Company’s revenue recognition practices do not contain estimates that materially affect the results of operations, with the exception of estimated returns and credit memos. The Company allows its customers to return product for exchange or credit subject to certain limitations. A provision for such returns is recorded based upon historical experience. As of June 30, 2010 and 2009, the Company had a reserve of $3,963 and $nil, respectively.

Sales Incentives — The Company accounts for cash consideration (such as sales incentives and cash discounts) given to its customers or resellers as a reduction of revenue rather than an operating expense.

Research and Development Costs

Research and development costs relating to the development of new products and processes, including significant improvements and refinements to existing products, are expensed when incurred.

The Company recognizes in-process research and development in accordance with FASB Interpretation No. 4, Applicability of FASB Statement No. 2 to Business Combinations Accounted for by the Purchase Method and the AICPA Technical Practice Aid, Assets Acquired in a Business Combination to be used in Research and Development Activities: A Focus on Software, Electronic Devices, and Pharmaceutical Industries. Assets to be used in research and development activities, specifically, compounds that have yet to receive new drug approval and would have no alternative use, should approval not be given, are immediately charged to expense when acquired. Certain assets and high technologies acquired that has a foreseeable future cash flows are capitalized as intangible assets. Such intangible assets are amortized starting from the year revenue is generated and amortize over a period of 10 years.

For the year ended June 30, 2010, the Company incurred $557,894 in research and development costs. There was $29,205 research and development costs for the fiscal year ended June 30, 2009

Advertising Costs

Advertising costs are expensed as incurred and included as part of selling and marketing expenses in accordance with the American Institute of Certified Public Accountants (“AICPA”) Statement of Position 93-7, “Reporting for Adverting Costs”. Advertising costs were immaterial for the fiscal years ended June 30, 2010 and 2009, respectively.

F-12

Income Taxes

China Health accounts for income tax using SFAS No. 109 “Accounting for Income Taxes”, which requires the asset and liability approach for financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Enterprise income tax

Under the Provisional Regulations of PRC Concerning Income Tax on Enterprises promulgated by the PRC, income tax is payable by enterprises at a rate of 25% of their taxable income. Preferential tax treatment may, however, be granted pursuant to any law or regulations from time to time promulgated by the State Council.

Value added tax

The Provisional Regulations of PRC Concerning Value Added Tax promulgated by the State Council came into effect on January 1, 1994. Under these regulations and the Implementing Rules of the Provisional Regulations of the PRC Concerning Value Added Tax, value added tax is imposed on goods sold in, or imported into, the PRC and on processing, repair and replacement services provided within the PRC.

Value added tax payable in the PRC is charged on an aggregated basis at a rate of 13% or 17% (depending on the type of goods involved) on the full price collected for the goods sold or, in the case of taxable services provided, at a rate of 17% on the charges for the taxable services provided, but excluding, in respect of both goods and services, any amount paid in respect of value added tax included in the price or charges, and less any deductible value added tax already paid by the taxpayer on purchases of goods and services in the same financial year.

According to “Agriculture Product Value Added Tax Rate Adjustment and Certain Items’ Value Added Tax Waiver” published by the Ministry of Finance and the National Tax Affairs Bureau, the value added tax for agriculture related products is to be taxed at 13%. Furthermore, traditional Chinese medicine and medicinal plant are by definition agriculture related products.

Accounting for uncertainty in income taxes – In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109 (FIN 48). FIN 48 is intended to clarify the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes the recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Under FIN 48, evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met.

F-13

The adoption of FIN 48 did not have a material effect on the Company’s results of operations and financial position

Sales Taxes and Sales-related Taxes

Pursuant to the tax law and regulations of PRC, China Health is obligated to pay totally 6.66% of gross sales as sales tax and sales-related taxes.

Comprehensive Income

Statement of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive Income,” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Accumulated comprehensive income, as presented in the accompanying statements of changes in shareholders’ equity consists of changes in cumulative foreign currency translation adjustment

Pension and Employee Benefits

Full time employees of the PRC entities participate in a government mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require China Health to accrue for these benefits based on certain percentages of the employees’ salaries. The Management believes full time employees who have passed the probation period are entitled to such benefits. The total provisions for such employee benefits were $31,276 and $4,045 for the fiscal years ended June 30, 2010 and 2009, respectively.

Statutory Reserves

Pursuant to the applicable laws in PRC, PRC entities are required to make appropriations to three non-distributable reserve funds, the statutory surplus reserve, statutory public welfare fund, and discretionary surplus reserve, based on after-tax net earnings as determined in accordance with the PRC GAAP, after offsetting any prior years ’ losses. Appropriation to the statutory surplus reserve should be at least 10% of the after-tax net earnings until the reserve is equal to 50% of China Health’s registered capital. Appropriation to the statutory public welfare fund is 5% to 10% of the after-tax net earnings. The statutory public welfare fund is established for the purpose of providing employee facilities and other collective benefits to the employees and is non-distributable other than in liquidation. No appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. Since China Health has been accumulating deficiency until June 30, 2009, no statutory surplus reserve fund or statutory public welfare reserve fund have been made since its inception. (Refer to Note 14)

Segment Reporting

SFAS No. 131 “Disclosures about Segments of an Enterprise and Related Information” establishes standards for reporting information about operating segments on a basis consistent with China Health’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. China Health currently operates in one principal business segment; therefore segment disclosure is not presented.

F-14

Recent Accounting Pronouncements

In April 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-17, Revenue Recognition—Milestone Method (Topic 605) – Revenue Recognition (ASU 2010-17). ASU 2010-17 provides guidance on defining the milestone and determining when the use of the milestone method of revenue recognition for research or development transactions is appropriate. It provides criteria for evaluating if the milestone is substantive and clarifies that a vendor can recognize consideration that is contingent upon achievement of a milestone as revenue in the period in which the milestone is achieved, if the milestone meets all the criteria to be considered substantive. ASU 2010-17 is effective for us in fiscal 2012 and should be applied prospectively. The adoption of this ASU will not have a material impact on the Company’s consolidated financial statements.

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

In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that

In June 2009, the Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Codification (“ASC”) as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities in preparation of financial statements in conformity with U.S. GAAP. The ASC supersedes existing FASB, American Institute of Certified Public Accountants (“AICPA”), Emerging Issues Task Force (“EITF”) and related literature. While the adoption of the ASC as of July 1, 2009 changes how we reference accounting standards, the adoption did not have an impact on our consolidated financial position, results of operations or cash flows.

In January 2010, the FASB issued accounting standards update related to fair value measurements and disclosures. This update provides amendments to related guidance within U.S. GAAP to require disclosure of the transfers in and out of Levels 1 and 2 and a schedule for Level 3 that separately identifies purchases, sales, issuances and settlements and requires more detailed disclosures regarding valuation techniques and inputs. We adopted this new standard effective January 1, 2010.

In February 2010, the FASB issued an accounting standard update related to the disclosure requirements for subsequent events. This update provides amendments to the subsequent event guidance within U.S. GAAP to clarify that an SEC filer is required to evaluate subsequent events through the date the financial statements are issued, but disclosure of this date is no longer required. We adopted this new guidance upon issuance of the accounting standard update.

Note 3 – CASH AND CASH EQUIVALENTS

The Company maintains cash and cash equivalents balance at several financial institutions. Only accounts at US financial institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of June 30, 2010 the Company’s uninsured bank balances totaled $13,342,561.

F-15

Note 4 - CONTROL BY PRINCIPAL OWNERS

The directors, executive officers, their affiliates and related parties own, beneficially and in the aggregate, the majority of the voting power of the outstanding capital of China Health. Accordingly, directors, executive officers and their affiliates, if they voted their shares uniformly, would have the ability to control the approval of most corporate actions, including approving significant expenses, increasing the authorized capital stock and the dissolution, merger or sale of China Health's assets.

Note 5 – NOTES RECEIVABLE

Notes receivable consist of the following:

	June 30, 2010		June 30, 2009
Advances to employees		55,432		-
Notes receivable -Tiefeng		2,937,461		-
Total notes receivable	$	2,992,893	$	-

The advances to employees are unsecured, non-interest bearing and have no fixed terms of repayment, therefore, deemed payable on demand.

On April 9, 2009 the Company’s wholly-owned subsidiary, Harbin Humankind Biology Technology Co., Limited (“Harbin Humankind”), entered into a letter of intent with the shareholders of Heilongjiang Tiefeng Rice Company Limited (“Tiefeng”) to purchase all the equity interest of Tiefeng (“the Share Transfer Agreement”). On July 23, 2009 the amount of $731,251 (RMB 5,000,000) were paid as retaining fees. The purchase agreement was signed on August 18, 2009; the amount of $7,312,507 (RMB 50,000,000) was prepaid to Tiefeng on August 19, 2009.

As of March 31, 2010, Tiefeng did not get the crucial certified documents from local government agencies. Based on the amended agreement, the deal is thus voided. Tiefeng paid back approximately $1.46 million (RMB 10,000,000) to the Company on March 31, 2010, the additional $1.46 million (RMB 10,000,000) was paid on April 30, 2010 as part of the deposit refund. Another $1.46 million (RMB 10,000,000) was paid by May 31, 2010. The balance of $2,937,461 (RMB 20,000,000) is converted as loans to Tiefeng with two years term starting from May 5, 2010. Interest is charged semi-yearly by using the current Chinese bank borrowing rate of 5.31%.

Note 6 - INVENTORIES

Inventories consist of following:

	June 30,
	2010		2009
Finished goods	$	74,478	$	26,623
Work-in-process		75,498		-
Raw materials		17,836		109,057
Supplies and packing materials		14,972		14,972
Total inventory	$	184,522	$	150,652

F-16

Note 7 - PREPAID EXPENSES

Prepaid expenses consist of the following:

	June 30,
	2010		2009
Advances on raw materials		764,738		9,533
Prepaid services
Total prepaid expenses	$	764,738	$	9,533

The Company periodically makes advances to certain vendors for purchases of raw materials, and records those advances as prepaid expense. Advances to vendors as of June 30, 2010 and 2009 amounted to $764,738 and $9,533, respectively. The majority balance in the amount of $734,482 (RMB 5,000,000) is converted from retaining fees paid to Tiefeng on July 23, 2009 to advances to Tiefeng for future purchasing of its inventory after cancelling the acquisition contract on May 5, 2010.

Note 8 - DEPOSIT

The Company paid $3,084,335 (RMB 21,000,000) to Harbin Songbei District Development and Construction Committee as the prepayment for the acquisition of the land use rights. The Company is in the process of going through a full range of procedures before the land use rights can be granted to the Company.

Note 9 - PROPERTY, PLANT AND EQUIPMENT

The following is a summary of property, plant and equipment:

	June 30,
	2010			2009
Building and warehouses	$	858,030		$	852,345
Machinery and equipment		174,365			159,921
Office equipment		29,963			33,968
Vehicles		89,428			88,837
Other		24,822			24,657
Less: Accumulated depreciation		(189,298	)		(127,400	)
Total	$	987,310		$	1,032,328

Depreciation expense charged to operations was $61,898 and $58,559 for the fiscal years ended June 30, 2010 and 2009, respectively.

F-17

Note 10 - LAND USE RIGHT

The following is a summary of the land use right:

	June 30,
	2010			2009
Land use right	$	930,879		$	925,956
Less: Accumulated amortization		(95,696	)		(76,671	)
	$	835,183		$	849,285

Amortization expense charged to operations was $19,025 and $15,416 for the fiscal years ended June 30, 2010 and 2009 respectively.

Note 11 - RELATED PARTY DEBT

“Related party debt" represents temporary short-term loans from majority owner, Mr. Xin Sun, a People Republic China citizen. These loans are unsecured, non-interest bearing and have no fixed terms of repayment, therefore, deemed payable on demand. Cash flows classified as due to majority owner are classified as cash flows from financing activities. The total borrowings from Mr. Sun were $85,408 and $868,552 as of June 30, 2010 and 2009, respectively.

Interest was imputed on the loans using the Chinese bank borrowing rate of 5.31% for the year ended June 30, 2010. The total imputed interest expense was $20,315 and $65,995 for the year ended June 30, 2010 and June 30, 2009 respectively.

Note 12 – TAXES PAYABLE

Taxes payable consist of the following:

	June 30
	2010		2009
Income taxes payable	$	2,421,843	$	1,271,410
VAT taxes payable		781,962		1,771,413
City and Supplement taxes		371,430		3,117
Payroll taxes payable & other taxes		54,716		2,769
	$	3,629,951	$	3,048,709

F-18

Note 13 - INCOME TAX

On March 16, 2007, the National People’s Congress approved the Corporate Income Tax Law of the People’s Republic of China (the “New CIT Law”). The new CIT Law reduces the corporate income tax rate from 33% to 25% with effect from January 1, 2008. All Chinese enterprises are governed by the PRC Income Tax Law and various local income tax laws, pursuant to which a company generally is subject to an income tax at a statutory rate of 25% for fiscal year ended June 30, 2010 and fiscal year ended June 30, 2009.

The provision for income taxes consisted of the following:

	June 30
	2010		2009
Provision for PRC income tax - current taxes	$	4,447,467	$	1,483,486
Provision for PRC income tax - deferred taxes		-		-
Total provision for income taxes	$	4,447,467	$	1,483,486

The following table reconciles the PRC statutory rates to China Health’s effective tax rate:

	June 30
	2010			2009

Pretax Income( loss )	$	17,701,638		$	4,307,940
Statutory tax rate		25	%		25	%
Benefits for PRC enterprise income tax at statutory rate		0			0
Expenses not deductible for taxes – temporary difference		-109,343			278,867
Expenses not deductible for taxes – permanent difference		112,219			112,218
Increase in valuation allowance related to deferred tax assets		19,182			15,416
Total provision for income taxes	$	4,447,467		$	1,483,48 6

Deferred tax assets (liabilities) as of June 30, 2010 and 2009 are composed of the following:

	June 30
	2010			2009
PRC
Noncurrent deferred tax assets :
Amortization of land use right and other intangible assets	$	19,182		$	15,416
Valuation allowance		(19,182	)		(15,416	)
	$	—		$	—

F-19

Note 14 - COMMITMENTS AND CONTINGENCIES

China Health’s assets are located in PRC and revenues are derived from operations in PRC.

In terms of industry regulations and policies, the economy of PRC has been transitioning from a planned economy to market oriented economy. Although in recent years the Chinese government has implemented measures emphasizing the utilization of market forces for economic reforms, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of productive assets in PRC are still owned by the Chinese government. For example, all lands are state owned and are leased to business entities or individuals through governmental granting of Land Use Rights. The granting process is typically based on government policies at the time of granting and it could be lengthy and complex. This process may adversely affect our company’s future manufacturing expansions. The Chinese government also exercises significant control over PRC’s economic growth through the allocation of resources and providing preferential treatment to particular industries or companies. Uncertainties may arise with changing of governmental policies and measures.

China Health faces a number of risks and challenges not typically associated with companies in North America and Western Europe, since its assets exist solely in the PRC, and its revenues are derived from its operations therein. The PRC is a developing country with an early stage market economic system, overshadowed by the state. Its political and economic systems are very different from the more developed countries and are in a state of change. The PRC also faces many social, economic and political challenges that may produce major shocks and instabilities and even crises, in both its domestic arena and in its relationships with other countries, including the United States. Such shocks, instabilities and crises may in turn significantly and negatively affect China Health’s performance.

The Company is not involved in any legal matters arising in the normal course of business. While incapable of estimation, in the opinion of the management, the individual regulatory and legal matters in which the Company might be involved in the future are not expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

Rental expense is approximately $176,250 and $58,500 per year for each of the years ended June 30, 2010 and 2009 respectively. The rental commitment for the year 2010 is approximately $176,250.

STATUTORY RESERVE COMMITMENT

In compliance with PRC laws, the Company is required to appropriate a portion of its net income to its statutory reserve up to a maximum of 50% of an enterprise’s registered capital in the PRC. No appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. Since China Health has been accumulating deficiency until June 30, 2009, no statutory surplus reserve fund or statutory public welfare reserve fund have been made since its inception.

F-20

The Company had future unfunded commitments, as provided below.

	June 30, 2010		June 30, 2009

PRC Subsidiaries Registered Capital
Harbin Humankind Biology	$	1,584,467	$	1,584,467
H Harbin Huimeijia Medicine (Company has accumulating deficiency, no reserve commitment required)		146,873		146,873

Statutory Reserve Ceiling based on 50% of PRC Registered Capital of Harbin Humankind Biology or at least 10% of the after-tax net earnings until the reserve are equal to 50% of its registered capital.		792,234		-


Less: Retained Earnings appropriated to Statutory Reserve		-		-

Reserve Commitment Outstanding	$	792,234	$	-

Total commitments as of June 30, 2010 and 2009 are composed of the following:

	June 30
	2010		2009
Rental Commitment	$	176,250	$	175,316
Statutory Reserve Commitment		792,234		-
Total commitments	$	968,484	$	175,316

NOTE 15 STOCKHOLDERS’ EQUITY

The Company issued 5,000 shares of the Company's restricted common stock at $0.95 per share for consulting services valued at $4,750 to consultant on January 22, 2010.

NOTE 16 CANCEL THE ACQUISITION OF TIEFENG

Pursuant to the Share Transfer Agreement, Harbin Humankind shall pay a total of RMB 102,600,000 (approximately $15 million) in cash for all the equity in Tiefeng as follows:

F-21

	(i)	RMB 50,000,000 (approximately, $7.3 million) within 3 days of signing of the Share Transfer Agreement;
	(ii)	RMB5,000,000 (approximately $700,000) as a deposit towards the purchase price; and

(iii)

The remainder RMB 47,600,000 (approximately, $7 million) within 7 days of the effective transfer of the equity interests to Harbin Humankind.

If the transfer of equity interest is not effected within 60 days from the date of the Share Transfer Agreement, the shareholders of Tiefeng shall pay to Harbin Humankind 5% of the total purchase consideration as compensation to Harbin Humankind. In addition, the Tiefeng’s shareholders shall pay liquidated damages of 0.04% of the total purchase consideration for every day of delay beyond the 60-day period and Harbin Humankind shall then have the right to terminate the Share Transfer Agreement forthwith.

On July 23, 2009 and August 19, 2009, cash in the amount of $734,482 (RMB 5,000,000) and $7,304,815 (RMB 50,000,000) respectively, were paid to Tiefeng.

Tiefang did not get all organic certified documents from local government agencies to complete the transaction on final extension February 28, 2010. The contract was cancelled. Tiefeng agreed to pay penalty 0.04% per annum of the total purchase consideration for every day of delay starting from October 23, 2009.

Tiefeng paid back approximately $1.46 million (RMB 10,000,000) to the Company on March 31, 2010, the additional $1.46 million (RMB 10,000,000) was paid on April 30, 2010 as part of the deposit refund. Another $1.46 million (RMB 10,000,000) was paid by May 31, 2010. $2.92 million (RMB 20,000,000) is converted as loans made by the Company to Tiefeng in two years term starting on May 5, 2010. Interest is charged semi-yearly by using the Chinese bank borrowing rate 5.31%. The Company received penalty and interest income from Tiefeng in the amount of $226,482 on February 27, 2010. In addition, the balance of retaining fees paid on July 23, 2009 to Tiefeng in the amount of $734,482 (RMB 5,000,000) was converted as advances to Tiefeng for future purchases of its inventory after cancelling the acquisition agreement.

F-22

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Please refer to the Company’s Current Reports on Form 8-K filed with the SEC on September 22, 2009 (File Number: 000-51060) and October 1, 2009 (File Number: 000-51060).

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in our reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based upon their evaluation as of the end of the period covered by this report, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.

Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2010. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.Based on its assessment, our management believes that, as of June 30, 2010, our internal control over financial reporting is effective based on those criteria.

This annual report does not include an attestation report of our registered accounting firm regarding internal control over financial reporting. The management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.

Changes in Internal Control over Financial Reporting

No changes in our internal control over financial reporting have come to management's attention during our last fiscal year that have materially affected, or are likely to materially affect, our internal control over financial reporting.

Limitations on Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within China Health Industries Holdings, Inc. have been detected.

Item 9B. Other Information.

None.

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth information regarding the members of our board of directors and our executive officers and other significant employees. All directors hold office for one-year terms until the election and qualification of their successors. Officers are elected annually by the board of directors and serve at the discretion of the board.

Name		Age		Position
Sun Xin		44		Chairman, Chief Executive Officer, Chief Financial Officer, Treasurer and a director

Biography

Mr. Sun attended Jia Mu Si Medical College with a major in pharmacy from 1984 to 1988. From 1988 to 1991, he was the production manager at the Ha Yao Group Sanchine Medicine Joint-Stock Company Ltd. From 1991 to 1994, he was the district director for the Northeast District of China for Pfizer Pharmaceuticals Limited. Thereafter, he spent one year as the director of the marketing department for Ha Yao Group Sanchine Medicine Joint-Stock Company Ltd. From 1996 to 2002, he was the chief executive officer of a company he founded, Heilongjiang Bijie Chemical Industry Co., Ltd. He next obtained his Masters of Business Administration from Renmin University of China. From 2003 to the present, he was the president and chief executive officer of Harbin Humankind Biology Technology Co., Ltd.

Mr. Sun is well known in the pharmaceutical field in Harbin, China as a result of all of his professional experience. While he was studying at the Renmin University, Mr. Sun developed many contacts in the pharmaceutical field, which later became district agents and other employees in Humankind’s distribution system.

Our sole director, Mr. Xin Sun, does not hold any directorships in other reporting companies and does not qualify as an “independent director” under the Rules of NASDAQ, Marketplace Rule 4200(a)(15).

To our knowledge, during the last five years, none of our directors and executive officers (including those of our subsidiaries) has:

Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.

Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Director Qualifications

Directors are responsible for overseeing the Company’s business consistent with their fiduciary duty to stockholders. This significant responsibility requires highly-skilled individuals with various qualities, attributes and professional experience. The board believes that there are general requirements for service on the Company’s board of directors that are applicable to all directors and that there are other skills and experience that should be represented on the board as a whole but not necessarily by each director. The board consider the qualifications of director and director candidates individually and in the broader context of the board’s overall composition and the Company’s current and future needs.

Qualifications for All Directors

In its assessment of each potential candidate, including those recommended by stockholders, the board will consider the nominee’s judgment, integrity, experience, independence, understanding of the Company’s business or other related industries and such other factors it determines are pertinent in light of the current needs of the board. The board also takes into account the ability of a director to devote the time and effort necessary to fulfill his or her responsibilities to the Company.

The board requires that each director be a recognized person of high integrity with a proven record of success in his or her field. Each director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of multiple cultures and a commitment to sustainability and to dealing responsibly with social issues. In addition to the qualifications required of all directors, the Board conducts interviews of potential director candidates to assess intangible qualities including the individual’s ability to ask difficult questions and, simultaneously, to work collegially. The board does not have a specific diversity policy, but considers diversity of race, ethnicity, gender, age, cultural background and professional experiences in evaluating candidates for board membership. Diversity is important because a variety of points of view contribute to a more effective decision-making process.

Qualifications, Attributes, Skills and Experience to be Represented on the Board as a Whole

The board has identified particular qualifications, attributes, skills and experience that are important to be represented on the board as a whole, in light of the Company’s current needs and its business priorities. The board believes that it should include some directors with a high level of financial literacy and some directors who possess relevant business experience as a Chief Executive Officer or a President or like position. Marketing is the core focus of our business and the Company seeks to develop and deploy innovative and effective marketing and technology. Therefore, the board believes that marketing and technology experience should be represented on the board.

Presently, only Mr. Xin Sun is the only director of the Company. Mr. Sun possesses many of the skills and experience needed for our business. He is experienced in the pharmaceutical industry having been the district director for the Northeast District of China for Pfizer Pharmaceuticals Limited from 1991 to 1994. He has also been the director of the marketing department for Ha Yao Group Sanchine Medicine Joint-Stock Company Ltd. Mr. Sun has relevant business experience as a Chief Executive Officer or a President or like position in that From 1996 to 2002, he was the chief executive officer of a company he founded, Heilongjiang Bijie Chemical Industry Co., Ltd.From 2003 to the present, he was the president and chief executive officer of Harbin Humankind Biology Technology Co., Ltd.

The board plans to eventually increase its membership to include directors with skills and experience complementary to Mr. Sun’s.

Board Leadership Structure and Role in Risk Oversight

Mr. Xin Sun is our chairman and chief executive officer. The board’s role in the risk oversight of the Company includes, among other things:

•

appointing, retaining and overseeing the work of the independent auditors, including resolving disagreements between the management and the independent auditors relating to financial reporting;

•

approving all auditing and non-auditing services permitted to be performed by the independent auditors;

•

reviewing annually the independence and quality control procedures of the independent auditors;

•

reviewing and approving all proposed related party transactions;

•

discussing the annual audited financial statements with the management;

•

meeting separately with the independent auditors to discuss critical accounting policies, management letters, recommendations on internal controls, the auditor’s engagement letter and independence letter and other material written communications between the independent auditors and the management.

Compliance with Section 16(a) of Exchange Act

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

Based solely on our review of the copies of such reports received by us and on written representations by our officers and directors regarding their compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that, with respect to the fiscal year ended June 30, 2010, our officers and directors, and all of the persons known to us to own more than 10% of our common stock, filed all required reports on a timely basis.

Meetings of Our Board of Directors

Our Board of Directors held no meetings during the fiscal year ended June 30, 2010.

Board Committees

Audit Committee. We intend to establish an audit committee of the board of directors, which will consist of soon-to-be-nominated independent directors. The audit committee’s duties would be to recommend to our board of directors the engagement of independent auditors to audit our financial statements and to review our accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of our board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Audit Committee Financial Expert. Our board of directors currently acts as our audit committee. Because we are still a developing company, our board of directors is still in the process of finding an “audit committee financial expert” as defined in Regulation S-K and directors that are “independent” as that term is used in Section 10A of the Exchange Act.

Compensation Committee.We intend to establish a compensation committee of the board of directors. The compensation committee would review and approve our salary and benefits policies, including compensation of executive officers.

Code of Ethics

We currently do not have a Code of Ethics because we presently only have one director and officer. We plan to adopt a Code of Ethics when our board members and management increases.

Director Compensation

We did not compensate our directors for fiscal years 2009 and 2010. However, in the future, we intend to implement a market-based director compensation program.

Limitations on Liability

Under Delaware law, a corporation may indemnify its officers, directors, employees and agents under certain circumstances, including indemnification of such persons against liability under the Securities Act of 1933, as amended. Those circumstances include that an officer, director, employee or agent may be indemnified if the person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Article Seventh of our Articles of Incorporation provide that no director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

We are also permitted to apply for insurance on behalf of any director, officer, employee or other agent for liability arising out of his actions, whether or not the Delaware General Corporation Law would permit indemnification.

Indemnification against Public Policy

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling an issuer pursuant to the foregoing provisions, the opinion of the Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The effect of indemnification may be to limit the rights of the Company and its stockholders (through stockholders’ derivative suits on behalf of the Company) to recover monetary damages and expenses against a director for breach of fiduciary duty.

Directors and Officers of Harbin Humankind

The following table sets forth certain information as of June 30, 2010 concerning the directors and executive officers of Harbin Humankind:

Directors and Executive Officers	Position/Title	Age

Xin Sun	Chairman, Chief Financial Officer, Treasurer	44

Baosen Ma	President, Secretary, Director	42

Kai Sun	Director	39

Zhigang Ma	Chief Information Officer	30

The following is a summary of the biographical information of those directors and officers of Harbin Humankind whose biographical information does not appear above:

Baosen Ma, President, Secretary and Director

Mr. Ma graduated from China University of Political Science and Law with a major in financial accounting. From 1987 to 1992, he was an accountant with Harbin Keluola Solar Power Co., Ltd. Thereafter from 1992 to 1996, he was vice general manger and sales manager for ShangHaiDahua Solar Battery Co., Ltd. From 1996 to 2004, he was the East China manager for the Ha Yao Group Sanchine Medicine Joint-Stock Ltd. In January 2004, Mr. Ma was appointed President, Secretary and Director of Harbin Humankind.

Kai Sun, Director

Mr. Sun graduated from Mu Dan Jiang University with a major in economics. From 1993 to 1995, he was vice director of Mu Dan Jiang Engine Factory. Thereafter, from 1995 to 1998, he was a director of Mu Dan Jiang Engine Factory. From 1998 to 2004, he was an administration director for Mu Dan Jiang Lysine Co., Ltd. Since 2004, he has been the administration director at Harbin Humankind. Mr. Sun, Kai is the younger brother of Chairman, Chief Financial Officer, Treasurer and Director, Sun Xin. In January 2004, Mr. Sun was appointed Director of Harbin Humankind.

Zhigang Gang, Chief Information Officer

Mr. Ma graduated from Qinghua University with a major in Economics. Prior to joining Harbin Humankind as Chief Information Officer in August 2008, from 2001 to 2005, Mr. Ma worked in Telecommunication Software Project Bureau of Heilongjiang. Thereafter, from 2005 to August 2008, he worked at the Real Estate Trading Center of Harbin.

Item 11. Executive Compensation

The following Summary Compensation Table sets forth, for the years indicated, all cash compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all capacities by our chief executive officer and all other executive officers who received or are entitled to receive remuneration in excess of $100,000 during the stated periods.

SUMMARY COMPENSATION TABLE

(all figures in US Dollars)

Name of Officer	Year	Salary($)		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Non-qualified Deferred Compensation		All Other Compensation		Total

Xin Sun	2010		264,164		—		—		—		—		—		—		264,164
	2009		72,454		—		—		—		—		—		—		72,454
	2008		2,624		—		—		—		—		—		—		2,624

Thomas Bontems	2008		—		—		—		—		—		—		—		—
(1)	2007		—		—		—		—		—		—		—		—

(1) Mr. Bontems resigned as our Chief Executive Officer with effect from December 31, 2008. On the same day, Mr. Sun replaced Mr. Bontems as our Chief Executive Officer.

Option Grants in Last Fiscal Year

There were no options granted to any of the named executive officers during the year ended June 30, 2010.

During the year ended June 30, 2010, none of the named executive officers exercised any stock options.

Employment Agreements

We have no employment agreements with all of our employees.

Equity Compensation Plan Information

We currently do not have any equity compensation plans; however we are currently deliberating on implementing an equity compensation plan.

Directors’ and Officers’ Liability Insurance

We currently do not have insurance insuring directors and officers against liability; however, we are in the process of investigating the availability of such insurance.

Compensation Discussion and Analysis

We strive to provide our named executive officers (as defined in Item 402 of Regulation S-K) with a competitive base salary that is in line with their roles and responsibilities when compared to peer companies of comparable size in similar locations.

It is not uncommon for PRC private companies in China to have base salaries as the sole form of compensation. The base salary level is established and reviewed based on the level of responsibilities, the experience and tenure of the individual and the current and potential contributions of the individual. The base salary is compared to the list of similar positions within comparable peer companies and consideration is given to the executive’s relative experience in his or her position. Base salaries are reviewed periodically and at the time of promotion or other changes in responsibilities.

We plan to implement a more comprehensive compensation program, which takes into account other elements of compensation, including, without limitation, short and long term compensation, cash and non-cash, and other equity-based compensation such as stock options. We expect that this compensation program will be comparable to the programs of our peer companies and aimed to retain and attract talented individuals.

We will also consider forming a compensation committee to oversee the compensation of our named executive officers. The majority of the members of the compensation committee would be independent directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) any person or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and president and (iv) all executive officers and directors as a group as of June 30, 2010.

Except as otherwise specified below, the address of each beneficial owner listed below is Harbin Humankind Biology Technology Co. Limited, 168 Binbei Street, Songbei District, Harbin, Heilongjiang Province, People’s Republic of China.

Title of Class	Name	Amount and Nature of Beneficial Owner (1)		Percent of Class (2)
Common Stock	Sun Xin Chairman, Chief Executive Officer, Chief Financial Officer and Treasurer		33,003,088		53.03	%

Common Stock	All officers and directors as a group (1 person)		33,003,088		53.03	%

(1)

The number of shares reflects the 1:20 reverse split of the Company’s common stock that became effective on November 13, 2008.

(2)

Based on a 62,239,737 total issued and outstanding shares of the Company as of September 28, 2010, which reflects the 1:20 post reverse split of the Company’s common stock that became effective on November 13, 2008.

Except as otherwise indicated each person has the sole power to vote and dispose of all shares of common stock listed opposite his name. Each person is deemed to own beneficially shares of common stock which are issuable upon exercise of warrants, options or upon conversion of convertible securities if they are exercisable or convertible within 60 days of September 28, 2010. None of the persons named in the table above own any options or convertible securities.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Our company received temporary short-term loans from majority owner and our sole director and officer, Mr. Xin Sun, a PRC citizen. These loans are unsecured, non-interest bearing and have no fixed terms of repayment, therefore, deemed payable on demand. Cash flows classified as due to majority owner are classified as cash flows from financing activities. The total borrowings from Mr. Sun were $85,408 as of June 30, 2010.

Interest was imputed on the loans using the Chinese bank borrowing rate of 5.31%. The total imputed interest expense was $20,315 for the year ended June 30, 2010.

Item 14. Principal Accounting Fees and Services.

We were billed by e-Fang Accountancy Corp & CPA and our previous independent public accounting firm, Malone & Bailey PC for the following professional services they performed for us during the fiscal years ended June 30, 2009 and 2010 as set forth in the table below.”

	Audit Fees		Related Fee	Tax Fees	All Other Fees
2010	$	72,000
2009	$	113,700

All of the services rendered to us by our independent registered public accountants were pre-approved by our Board of Directors.

PART V

Item 15. Exhibits, Financial Statement Schedules

Exhibit No.		Description

3.1		Articles of Incorporation.*

3.2		By-laws.*

4.1		Securities Purchase Agreement dated September 10, 2007 between the Company, Thomas Bontems and Sun Xin. **

10.1		Asset Purchase and Sale Agreement dated September 10, 2007 between the Company and Universal Fog Systems, Inc.**

10.2		Share Exchange Agreement dated October 15, 2007 between the Company, Thomas Bontem, Sun Xin, China Health Industries Holdings Limited and Harbin Humankind Biology Technology Co. Limited.***

10.3		Land Use Agreement dated June 7, 2004, between Harbin Humankind Biology Technology Co. Limited and Harbin City, Daochu District, Songbei Township, Jinxin Village.****

10.4		Lease Agreement dated August 20, 2008 between Harbin Plaza Realty Management Co., Ltd. and Harbin Humankind Biology Technology Co. Limited.****

10.5		Cooperative Agreement dated September 17, 2008 between Harbin Humankind Biology Technology Co. Limited and the Commercial Bureau of Qing’an County.****

10.6		Land Purchase Agreement dated July 7, 2009 between Harbin Humankind Biology Technology Co. Limited and Harbin Songbei District Construction and Development Management Committee.

16.1		Letter from Turner, Stone & Company, L.L.P. to the Securities and Exchange Commission dated April 2, 2008*****

21.1		List of Subsidiaries.****

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

32.1		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Incorporated by reference to the Company’s Registration Statement on Form 10-SB filed with the SEC on December 1, 2004.

**	Incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the SEC on February 20, 2008.

***	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 24, 2007.

****	Incorporated by reference to the Company’s Current Report on Form 8-K and Form 8-K/A filed with the SEC on January 7, 2009.

*****

Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2008.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CHINA HEALTH INDUSTRIES HOLDINGS,
	INC.

	/s/ Xin Sun
	By: Xin Sun
	Title: Chief Executive Officer
	Date: September 28, 2010

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

/s/ Xin Sun
By: Xin Sun
Title: Chief Executive Officer, Chief Financial Officer and sole director
Date:September 28, 2010