cswg10q20091231.htm

U. S. Securities and Exchange Commission
Washington, D. C. 20549

FORM 10-Q

[X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2009

[   ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____

Commission File Number 0-12792
 
CHINA SWINE GENETICS, INC.
(Name of Registrant as Specified in its Charter)

   
DELAWARE
84-0916585
(State or Other Jurisdiction of incorporation or organization)
(I.R.S.  Employer Identification No.)

 
1077 Ala Napunani Street, Honolulu, HI  96818
(Address of principal executive offices)
 
808-429-5954
(Issuer's telephone number)

Indicate  by check mark  whether the  Registrant  (1) has filed all reports required to be filed by Sections 13 or 15(d) of the  Securities Exchange Act of 1934  during  the  preceding  12 months  (or for such shorter  period  that the Registrant was required to file such reports),  and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]    No [   ]  
 
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 (§229.405of 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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [  ] No [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. (Check One)
 
Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer ___ Small reporting company    [X]  
 
APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date: On February10, 2010, there were 20,086,210 shares of Common Stock, par value $.001 per share, outstanding.

 
 
 

CHINA SWINE GENETICS INC.
 
FORM 10-Q
QUARTERLY PERIOD ENDED DECEMBER 31, 2009


TABLE OF CONTENTS

 
Page(s)
Condensed Consolidated Balance Sheets (Unaudited) as of December 31, 2009
  
And (Audited) as of June 30, 2009
F-1
   
Condensed Consolidated Statements of Operations (Unaudited) for the
  
Three Months and Six Months Ended December 31, 2009 and 2008
F-2
   
Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the
  
Six Months Ended December 31, 2009 and 2008
F-3
   
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) for the
  
Six Months Ended December 31, 2009
F-4
   
Condensed Consolidated Statements of Cash Flows (Unaudited) for the
  
Six Months Ended December 31, 2009 and 2008
F-5
   
Notes to Condensed Consolidated Financial Statements (Unaudited)
F-6 to F-17

 

 
 
 

Part I
Financial Information

Item 1.  Financial Statements

China Swine Genetics, Inc. (f/k/a Apogee Robotics, Inc.) and Subsidiaries
            
Condensed Consolidated Balance Sheets
            
   
December 31, 2009
    
June 30, 2009
  
   
(Unaudited)
    
(Audited)
  
Assets
            
Current Assets:
            
Cash and equivalents
   $ 1,223,563     $ 82,854  
Accounts receivable
     -       634,550  
Inventories
     1,508,750       998,600  
Advanced to suppliers, net
     27,965,969       20,654,804  
Prepayments and other current assets
     126,351       146,789  
Total Current Assets
     30,824,633       22,517,597  
                 
Property, Plant, Equipment and Breeding Stock, net
     2,140,367       2,486,610  
Total Long-Term Assets
     2,140,367       2,486,610  
                 
Total Assets
     32,965,000       25,004,207  
                 
Liabilities and Equity
                
Current Liabilities:
                
Accounts payable and accrued expenses
     588,844       447,565  
Customer deposit
     28,331       4,270  
Loans payable, net, current maturities
     1,043,183       1,068,909  
Loans from shareholders/officers, net
     1,000       11,024,211  
Deferred interest income
     55,393       29,077  
Other current liabilities
     43,469       64,593  
Total Current Liabilities
     1,760,220       12,638,625  
                 
Total Liabilities
     1,760,220       12,638,625  
                 
Equity:
                
China Swine Genetics Inc. Shareholders' Equity:
                
Preferred Stock, $0.001 par value, 9,995,200 shares authorized,
                
   zero shares issued and outstanding, respectively *
     -       -  
Series A Convertible Preferred Stock ,$0.001 par value,
                
   4,800 shares authorized, zero and 4,646.05933  shares issued
                
   and outstanding, respectively *
     -       5  
Common stock, $0.001 par value, 300,000,000  shares authorized,
                
   20,071,401 and 68,584 shares issued and outstanding, respectively *
     20,071       69  
Additional paid-in capital *
     15,192,419       4,043,180  
Reserve funds
     3,093,947       1,874,970  
Retained earnings
     11,845,141       5,295,496  
Accumulated other comprehensive income
     735,542       720,415  
Total China Swine Genetics Inc. Shareholders' Equity
     30,887,120       11,934,135  
Noncontrolling Interest
     317,660       431,447  
Total Equity
     31,204,780       12,365,582  
                 
Total Liabilities and Equity
   $ 32,965,000     $ 25,004,207  
                 
*: As restated to show recapitalization and reverse split.
                
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
  
 
 
F-1
 

China Swine Genetics, Inc. (f/k/a Apogee Robotics, Inc.) and Subsidiaries
        
Condensed Consolidated Statements of Operations (Unaudited)
        
                         
   
For Three Months Ended December 31,
    
For Six Months Ended December 31,
  
   
2009
    
2008
    
2009
    
2008
  
   
Unaudited
    
Unaudited
    
Unaudited
    
Unaudited
  
                         
 Revenues
   $ 22,996,905     $ 14,884,428     $ 44,892,413     $ 26,398,950  
 Cost of Goods Sold
     17,670,548       12,469,277       34,838,410       21,771,117  
 Gross Profit
     5,326,357       2,415,151       10,054,003       4,627,833  
                                 
 Operating Expenses
                                
Selling expenses
     685,947       517,112       1,357,310       904,869  
General and administrative expenses
     231,406       123,793       299,578       287,258  
Bad debt for advanced to suppliers
     205,154       2,960       383,984       6,713  
 Total Operating Expenses
     1,122,507       643,865       2,040,872       1,198,840  
                                 
 Income From Operations
     4,203,850       1,771,286       8,013,131       3,428,993  
                                 
 Other Income (Expenses)
                                
 Interest  income (expenses), net
     1,266       (6,959 )     1,820       (26,179 )
 Other (expenses) income, net
     (209 )     9,909       (6,451 )     9,090  
 Loss on fixed assets disposal
     (27 )     (54,082 )     (107,780 )     (154,725 )
 Loss on inventory disposal
     (6,706 )     (81,418 )     (245,885 )     (141,452 )
 Total Other Expenses
     (5,676 )     (132,550 )     (358,296 )     (313,266 )
                                 
 Income Before Income Taxes
     4,198,174       1,638,736       7,654,835       3,115,727  
 Income Tax Provision
     -       -       -       -  
                                 
 Net Income Before Noncontrolling Interest
     4,198,174       1,638,736       7,654,835       3,115,727  
                                 
Less: Net income attributable to the noncontrolling interest
     (9,973 )     (52,453 )     (113,787 )     (108,517 )
                                 
 Net Income Attributable to China Swine Genetics Inc.
   $ 4,208,147     $ 1,691,189     $ 7,768,622     $ 3,224,244  
                                 
 Earnings Per Share:
                                
- Basic
   $ 0.36     $ 24.66     $ 1.33     $ 47.01  
- Diluted
   $ 0.36     $ 0.08     $ 1.33     $ 0.16  
                                 
 Weighted Common Shares Outstanding *
                                
- Basic
     11,613,459       68,584       5,841,022       68,584  
- Diluted
     11,613,459       20,027,167       5,841,022       20,027,167  
                                 
*: As restated to show recapitalization and reverse split.
                                
                                 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
  
 
 
F-2
 
China Swine Genetics, Inc. (f/k/a Apogee Robotics, Inc.) and Subsidiaries
            
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
            
             
             
   
For Six Months Ended December 31,
  
   
2009
    
2008
  
   
(Unaudited)
    
(Unaudited)
  
 Net Income Before Noncontrolling Interest
   $ 7,654,835     $ 3,115,727  
 Other Comprehensive Income:
                
Foreign Currency Translation  Income
     15,127       111,350  
 Comprehensive Income
   $ 7,669,962     $ 3,227,077  
                 
                 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
  
 
 
 
F-3
 

China Swine Genetics, Inc. (f/k/a Apogee Robotics, Inc.) and Subsidiaries
                                      
Condensed Consolidated Statements of Shareholders' Equity (Unaudited)
                                      
For The Six Months Ended 12/31/2009
                                            
                                                             
                                                             
   
China Swine Genetics, Inc. Shareholders' Equity
              
                                       
Retained
   
Accumulated
   
 
    
 
  
   
Series A Convertible
Preferred Stock
    
Common stock
    
Additional
Paid-in
   
Reserve
    
Earning /
(Accumulated
    
Other
Comprehensive
     
Noncontrolling
       
   
Shares
    
Amount
    
Shares
    
Amount
     Capital    
Fund
     Deficits)      Income      Interest      Total  
                                                             
Balance as of June 30, 2008
     4,646     $ 5       68,584     $ 69     $ 4,037,216     $ 1,073,349     $ 1,583,331     $ 529,819     $ 862,174     $ 8,085,963  
                                                                                 
Net Income
     -       -       -       -       -       -       4,513,786       -       (430,727 )     4,083,059  
                                                                                 
Compensation with Stock
     -       -       -       -       5,964       -       -       -               5,964  
                                                                                 
Appropriation of Reserve Funds
     -       -       -       -       -       801,621       (801,621 )     -               -  
                                                                                 
Foreign Currency Translation Gain
     -       -       -       -       -       -       -       190,596               190,596  
                                                                                 
Balance as of June 30, 2009
     4,646     $ 5       68,584     $ 69     $ 4,043,180     $ 1,874,970     $ 5,295,496     $ 720,415     $ 431,447     $ 12,365,582  
                                                                                 
Majority shareholder waived his right to repayment
     -       -       -       -       11,169,236       -       -       -       -       11,169,236  
                                                                               
Series A Convertible Preferred Stocks were Converted into Common Stocks
     (4,646 )     (5 )     19,958,583       19,958       (19,953 )     -       -       -       -       -  
                                                                                 
Issued Additional Common Stocks
     -       -       44,234       44       (44 )     -       -       -       -       -  
                                                                                 
Net Income
     -       -       -       -       -       -       7,768,622       -       (113,787 )     7,654,835  
                                                                                 
Appropriation of Reserve Funds
     -       -       -       -       -       1,218,977       (1,218,977 )     -       -       -  
                                                                                 
Foreign Currency Translation Gain
     -       -       -       -       -       -       -       15,127       -       15,127  
                                                                                 
Balance as of December 31, 2009
     -     $ -       20,071,401     $ 20,071     $ 15,192,419     $ 3,093,947     $ 11,845,141     $ 735,542     $ 317,660     $ 31,204,780  
                                                                                 
                                                                                 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
                  
 
 
F-4
 
China Swine Genetics, Inc. (f/k/a Apogee Robotics, Inc.) and Subsidiaries
            
Condensed Consolidated  Statements of Cash Flows (Unaudited)
            
   
For Six Months Ended December 31,
  
   
2009
    
2008
  
   
Unaudited
    
Unaudited
  
 Cash Flows From Operating Activities
            
 Net Income
   $ 7,768,622     $ 3,224,244  
 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
                
Depreciation and amortization
     255,143       471,797  
Bad debt adjustment
     383,984       6,713  
Net income attributable to noncontrolling interest
     (113,787 )     (108,517 )
Loss on disposal of fixed assets
     107,780       154,725  
Loss on disposal of inventory
     245,885       141,452  
Interest adjust for discount on loan payable
     (26,286 )     (28,357 )
Changes in operating assets and liabilities:
                
Accounts receivable
     634,550       335  
Inventories
     (760,026 )     (911,881 )
Advanced to suppliers
     (7,680,037 )     (1,338,669 )
Prepayments and other current assets
     20,507       8,817  
Accounts payable and accrued expenses
     140,962       402,907  
Customer deposit
     24,046       -  
Deferred interest income
     26,286       28,357  
Other current liabilities
     (21,147 )     13,275  
 Net Cash Provided by Operating Activities
     1,006,482       2,065,198  
                 
 Cash Flows From Investing Activities
                
Payment for purchase of equipment
     (34,568 )     (4,479 )
Payment for construction in progress
     -       (7,572 )
Proceeds from sale of  property and equipment
     23,906       39,260  
 Net Cash (Used in) Provided by  Investing Activities
     (10,662 )     27,209  
                 
 Cash Flows From Financing Activities
                
Proceeds from loans payable
     -       495,713  
Repayment of loans payable
     -       (1,503,605 )
Payments for loans to shareholders/officers
     (6,585 )     (75,960 )
Proceeds the repayment of loans by shareholders/officers
     150,701       66,007  
 Net Cash Provided by (Used in ) Financing Activities
     144,116       (1,017,845 )
                 
 Net Increase in Cash and Equivalents
     1,139,936       1,074,562  
 Effect of Exchange Rate Changes on Cash
     773       (1,131 )
 Cash and Equivalents at Beginning of Period
     82,854       140,271  
 Cash and Equivalents at End of Period
   $ 1,223,563     $ 1,213,702  
                 
 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
                
Interest paid
   $ -     $ 32,804  
Income taxes paid
   $ -     $ -  
                 
 SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
                
Inventory transferred out to be breeding stock in fixed assets
   $ 4,801     $ 12,232  
Construction in progress transferred out to be fixed assets
   $ -     $ 128,797  
Majority shareholder waived his right to repayment
   $ 11,169,236     $ -  
                 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
  
 
 
F-5
 

China Swine Genetics Inc (f/k/a Apogee Robotics, Inc.) and Subsidiaries
Notes to Condensed Consolidated Financial Statements

1.  
Interim Financial Statements:

The unaudited condensed consolidated financial statements of China Swine Genetics Inc.(f/k/a Apogee Robotics, Inc.) (the “Company”) and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the requirements for reporting on Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. However, the information included in these interim financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The consolidated balance sheet information as of June 30, 2009 was derived from the audited consolidated financial statements included in the Company's Annual Report on Form 10-K. These interim financial statements should be read in conjunction with that report.

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated.
 
2.  
Organization and Nature of Operations

China Swine Genetics Inc (f/k/a Apogee Robotics, Inc.) (the "Company") was founded as a Colorado corporation on June 29, 1983 and was reinstated by Colorado on March 15, 2007. The Company's Board of Directors and shareholders approved a change of domicile from Colorado to Delaware on December 6, 2007. In connection with the Company's change of domicile from Colorado to Delaware, the Company's authorized capital stock was changed to increase the authorized capital stock to 310,000,000 of which 300,000,000 are classified as common stock, par value $0.001 per share, and 10,000,000 are classified as Preferred Stock, par value $0.001 per share, issuable in series with such powers, designations, preferences and relative, participating, optional or other specific rights, and qualifications, limitations or restrictions thereof, as the Board may fix from time to time by resolution or resolutions. For at least ten years prior to August 13, 2009, the Company had not engaged in any business operations.

On August 13, 2009 China Swine Genetics Inc (f/k/a Apogee Robotics Inc.) acquired all of the outstanding capital stock of Advanced Swine Genetics, Inc., a Nevada corporation (“Advanced Swine”). In exchange for the outstanding shares of Advanced Swine, China Swine Genetics Inc (f/k/a Apogee Robotics Inc.) issued 4,646.05933 shares of its Series A Convertible Preferred Stock to the shareholders of Advanced Swine (the “Share Exchange”).  Each share of Series A Preferred Stock is convertible into Four Thousand One Hundred Sixty-Six and ⅔ (4,166.66) shares of China Swine Genetics Inc (f/k/a Apogee Robotics Inc.) common stock.  

As permitted by Delaware General Corporation Law, in order to better represent the Company’s business, the Company has adopted a resolution to change the name of the Company from Apogee Robotics, Inc. to “China Swine Genetics, Inc.”. The Certificate of Amendment of Certificate of Incorporation was filed on September 9, 2009, effective on September 30, 2009.

 
F-6
 

Concurrent with the name change, a 1 for 24 reverse split was effected on September 30, 2009.  Shareholders with 1 or more but fewer than 100 shares after the reverse split were issued shares to increase their holdings to 100 shares.  All other fractional shares resulting from the reverse split were purchased by the Company for $5.28 per share.

Advanced Swine was incorporated under the laws of Nevada on June 29, 2007. It has initiated no business activity. On February 28, 2008, Advanced Swine acquired 100% ownership equity of Heilongjiang Senyu Animal Husbandry Co., Ltd. (“Senyu”). Most of Advanced Swine’s activities are conducted through its wholly own subsidiary in PRC.

Senyu was incorporated on September 3, 2004, under the law of Heilongjiang Jiamusi district of People Republic of China (“PRC”). On December 20, 2007, Advanced Swine signed a stock transfer agreement with Senyu, which contemplated that it would acquire all the ownership interest in Senyu. The certificate of approval for Senyu to accept foreign investment in PRC was issued on February 4, 2008 by the Investment Promotion Bureau of Heilongjiang Province, and the updated operation certificate of Senyu with the new shareholder’s name was issued on February 28, 2008 by Jiamusi Administration for Industry and Commerce. As a result, Senyu became a foreign wholly owned enterprise on February 28, 2008.

Senyu was originally founded with registered capital of $1,208,211(equivalent to RMB10 million) on August 27, 2004 and increased its registered capital to $6,165,762 (equivalent to RMB50 million) and $9,933,896 (equivalent to RMB80 million) on January 18 and August 29, 2006, respectively.

Senyu remained development stage and incurred minor selling expenses and significant general and administrative expenses prior to September, 2005. In September 2005, Senyu accepted its first sales order of merchandise hogs and genetic boars that rose by it, and operated its business as farmer enterprises for breeding, feeding, and marketing the grandparent and parent generation boars, and merchandise hogs.

In December 2005, Senyu established a joint venture with Polar Genetics Co., Ltd., Canada (the “foreign partner”, a Canada corporation) called Sino-Canadian Senyu-Polar Swine Genetics Company Limited (“Sino-Canadian”) with expected registered capital of $2,068,368 (equivalent to RMB16.7 million).  According to the joint venture agreement, Senyu and its foreign partner are required to contribute $1,238,543 (equivalent RMB10 million) and 600 primary genetic boars worth $829,825 (equivalent RMB6.7 million) in order to own 60% and 40% of the joint venture, respectively. This joint venture had been approved by Heilongjiang government on March 30, 2006, and the actual capital $1,246,028 (equivalent RMB10 million) was contributed by Senyu on May 22, 2006. Its foreign partner did not contribute 600 primary genetic boars worth $891,788 (equivalent RMB6.7 million) until October 12, 2007. Since China custom did not quarantine those primary genetic boars, complete the fully inspection, and release them to the Sino-Canadian until November 27, 2007, accordingly, Senyu fully owned this joint venture until November 27, 2007. This joint venture remained development stage and incurred start-up cost prior to November, 27, 2007

 
F-7
 
 
3.  
Basis of Presentation

a.  
Fiscal Year
The Company’s fiscal year ended on June 30. The accompanying condensed consolidated financial statements of operations and cash flows included activities for the six months ended December 31, 2009 and 2008, respectively.

b.
Principle of Consolidation
The accompanying unaudited condensed consolidated financial statements present the financial position, results of operations and cash flows of the Company and all entities in which the Company has a controlling voting interest. The unaudited condensed consolidated financial statements also include the accounts of any variable interest entities in which the Company is considered to be the primary beneficiary and such entities are required to be consolidated in accordance with accounting principles generally accepted in the United States (“US GAAP”). These consolidated financial statements include the financial statements of China Swine Genetics, Inc (f/k/a Apogee Robotics, Inc.) and its subsidiaries. All significant intercompany transactions and balances are eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with US GAAP. This basis of accounting differs from that used in the statutory accounts of some of the Company’s subsidiaries, which were prepared in accordance with the accounting principles and relevant financial regulations applicable to enterprises with foreign investment in the PRC (“PRC GAAP”). Necessary adjustments were made to the Subsidiary’s statutory accounts to conform to US GAAP to be included in these consolidated financial statements.

4.  
Summary of Significant Accounting Policies

a.  
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with accounting principal generally accepted in United States requires management to make estimates and assumptions that affect the amount reported in the unaudited condensed consolidated financial statements and the accompany notes. Significant estimates in 2009 and 2008 include the estimated useful lives and fair values of the assets. Actual results could differ from those estimates.

b.  
Foreign Currency Translation
The accompanying unaudited condensed consolidated financial statements are presented in United States dollars. The company’s functional currency is the Renminbi (“RMB”). The consolidated financial statements are translated to U.S. dollars using year-end rates of exchange for assets and liabilities, average rates of exchange for the period for revenues, costs, and expenses, and historical capital contribution rate of exchange for capital contribution. Net gains and losses resulting from foreign exchange transactions are included in the statements of operations.

 
F-8
 

The following rates are used in translating the RMB to the U.S. Dollar presentation disclosed in these condensed consolidated financial statements for the six months ended December 31, 2009 and 2008, respectively.

     
For The Six Months Ended December 31,
    
     
2009
    
2008
    
Assets and liabilities
the six months ended rate of US
   $ 0.14648     $ 0.14657  
/RMB
                     
Revenue and expenses
average rate of US
   $ 0.14643     $ 0.14623  
/RMB

 
c.  
Revenue Recognition
Revenues from products sales are recorded when both title to the goods and risk of ownership had transferred to the customer upon shipment, provided that no significant obligations remain. Net sales reflect units shipped at selling prices reduced by certain sales allowance.

d.  
Income Taxes
The Company and its USA subsidiary, Advanced Swine, are subject to U.S. federal income taxes, and State of Delaware and State of Nevada annual franchise tax, respectively. Its PRC subsidiaries were exempt from the income tax per PRC tax laws and regulation that exempt companies engaged in the  agricultural breeding of livestock. Therefore, for the six months ended June 30, 2009 and 2008, the Company was not subject to any income taxes.

The Company follows ASC 740 – “Accounting for Income Taxes”, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

e.  
Stock-Based Compensation
The Company measures compensation expense for its non-employee stock-based compensation under the FASB ASC 505-50, “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. The fair value of the option issued is used to measure the transaction, as this is more reliable than the fair value of the services received. Fair value is measured as the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital.
 

 
F-9
 
 
f.  
Basic and Diluted Net Income Per Share
The Company accounts for net income per common share in accordance with the FASB issued ASC 260, “Earnings per Share” (“EPS”).  ASC 260 requires the disclosure of the potential dilution effect of exercising or converting securities or other contracts involving the issuance of common stock. Basic net income per share is determined based on the weighted average number of common shares outstanding for the period.  Diluted net income per share is determined based on the assumption that all dilutive convertible shares and stock options were converted or exercised into common stock.
 
g. 
Recent Accounting Pronouncements
In June 2009, the FASB issued ASC 105, the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162. The FASB Accounting Standards Codification TM (“Codification”) will become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of ASC 105, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. Adoption of ASC 105 is not expected to have a material impact on the Company’s results of operations or financial position.

In June 2009, the FASB issued ASC 810, Amendments to FASB Interpretation No. 46(R), which improves financial reporting by enterprises involved with variable interest entities. ASC 810 addresses (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities , as a result of the elimination of the qualifying special-purpose entity concept in SFAS 166 and (2) concerns about the application of certain key provisions of FIN 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. ASC 810 shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within the first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. Adoption of ASC 810 is not expected to have a material impact on the Company’s results of operations or financial position.

In May 2009, the FASB issued ASC 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. An entity should apply the requirements of ASC 855 to interim or annual financial periods ending after June 15, 2009. Adoption of ASC 855 did not have a material impact on the Company’s results of operations or financial position.

 
F-10
 

5.  
Inventories

Inventories on December 31, 2009 and June 30, 2009 consisted of the following:

   
December 31, 2009
    
June 30, 2009
  
   
(Unaudited)
    
(Audited)
  
Raw materials
   $ 81,943     $ 57,106  
Work in progress
     673,854       615,487  
Finished goods
     752,953       326,007  
Total
   $ 1,508,750     $ 998,600  
 

 
6.  
Advanced to Suppliers, Net

In order to raise good quality commercial hogs, and control the quality of feeding materials and procedures, Senyu has a cooperation agreement with Heilongjiang WangDa Feedstuff Co., Ltd. (“WangDa”), a professional feeding materials provider and a collector for good quality commercial hogs, on October 11, 2007. Pursuant to the terms of the agreement, Senyu agreed to loan money to WangDa to support WangDa’s farmers using good quality feedstuffs to raise their commercial hogs, and then sell those hogs to Senyu once they mature. WangDa can offset the loan amount from Senyu once it delivered the farmers’ commercial hogs to Senyu. In order to extend farmer- base production model and acquire significant amounts of hogs in the near future from WangDa, Senyu loaned the amounts of $29,427,374 (equivalent to RMB 200,901, 268) to WangDa as of December 31, 2009. Senyu adopted a bad debt allowance at 5% of the principal amount that advanced to the supplier for the six months ended December 31, 2009 and for the fiscal year ended June 30, 2009. Accordingly, the bad debt allowances were $1,471,369 (equivalent to RMB10,045,063) and $1,086,681 (equivalent to RMB7,422,782) as of December 31, 2009 and June 30, 2009, respectively. Including the amount of advance to suppliers of the joint venture, Sino-Canadian, the Company had total net amount advanced to suppliers as of December 31, 2009 and June 30, 2009 consisted of the following:
 
   
December 31, 2009
    
June 30, 2009
  
   
(Unaudited)
    
(Audited)
  
Advanced to suppliers
     29,437,338       21,741,485  
Less: Accumulated bad debt allowance
     1,471,369       1,086,681  
Advanced to suppliers, net
     27,965,969       20,654,804  

 
 Senyu also signed a supplementary agreement with WangDa on December 12, 2008 to secure Senyu’s loan to WangDa. Pursuant to the supplementary agreement, if WangDa breaches the term of cooperation agreement, Senyu can execute the following rights to secure its loans to WangDa: (1) step into WangDa’s shoes with no other condition, and acquire all creditor’s right of WangDa from contracted farmers, (2) If these creditor’s rights still could not satisfy the loss from Senyu, then Senyu will have a creditor’s right on WangDa’s assets, these assets include and are not limited to the building, equipment, and working capital of WangDa.

Senyu has renewed its cooperation agreement with WangDa effective January 1, 2009. SenYu still finances WangDa, with fixed profit margins set by SenYu, and WangDa in turn finances the farmers, providing fodder on credit at discount rates obtained through volume purchasing power. WangDa also guarantees the repurchase of mature hogs that meet SenYu’s quality standards. If WangDa breaches the terms of cooperation agreement, Senyu can still execute the above rights to secure its loans to Wangda.

 
F-11
 

7.  
Prepayments and Other Current Assets

As of December 31, 2009 and June 30, 2009, prepayments and other current assets consisted of the following

   
December 31, 2009
    
June 30, 2009
  
   
(Unaudited)
    
(Audited)
  
Prepaid rent
   $ 104,233     $ 46,263  
Advance to employees
     10,745       39,313  
Other receivable
     11,373       61,213  
Total
   $ 126,351     $ 146,789  

 

 
8.  
Property, Plant, Equipment, and Breeding Stock, Net

Property, Plant, Equipment, and Breeding Stock, less accumulated depreciation, consisted of the following:
 
   
December 31, 2009
    
June 30, 2009
  
   
(Unaudited)
    
(Audited)
  
Land improvements
   $ 278,322     $ 278,173  
Leasehold improvements
     100,136       65,533  
Buildings
     1,764,099       1,763,151  
Machinery and equipment
     687,435       687,065  
Breeding stock
     491,114       866,821  
Sub-Total
     3,321,106       3,660,743  
Less: Accumulated depreciation
     1,180,739       1,174,133  
Total
   $ 2,140,367     $ 2,486,610  
 
Depreciation expenses for the six months ended December 31, 2009 and 2008 were $255,143 and $471,797 respectively. Loss on disposal of fixed assets for the six months ended December 31, 2009 and 2008 was $107,780 and $154,725 respectively

 
F-12
 

9. 
Loan payable

Loan payable as of December 31, 2009 and June 30, 2008 consisted of the following:

          Loans payable, net, current maturities
            
   
December 31, 2009
    
June 30, 2009
  
   
(Unaudited)
    
(Audited)
  
On December 1 and 16, 2005, the Company obtained loans in amounts of  RMB2.8 million (equivalent to $410,135 and $409,915 as of December 31, 2009 and June 30, 2009, respectively) and RMB0.7 million (equivalent to $102,534 and $102,479 as of December 31, 2009 and June 30, 2009, respectively) from Jiamusi Government Financial Bureau ("JGFB") by pledging certain buildings in Huanan, which have a carrying value of approximately RMB2.6 million (equivalent to $380,840 ). The term of the debt was originally from October 31, 2005 to 2007. Since the Company is an agricultural enterprise and its business is supported by the Chinese Government, these loans do not bear interest, and the original due date had been extended to December 31, 2008. Furthermore, before December 31, 2008, the due dates of these loans had been rescheduled to December 31, 2009. Whereas, on December 16, 2009, the due dates of these loans had been rescheduled to December 31, 2010
            
    $ 512,668     $ 512,394  
                 
On April 20 and September 25, 2007, the subsidiary of the Company, Sino-Canadian, obtained loans in amounts of RMB1.5 million (equivalent to $219,716 and $219,597 as of December 31, 2009 and June 30, 2009, respectively) and RMB0.5 million (equivalent to $73,238 and $73,199 as of December 31, 2009, 2009 and June 30, 2009, respectively) from TangYuan Government Financial Bureau ("TGFB") by pledging certain buildings in Heijinhe, which have a carrying value of approximately RMB5.1 million (equivalent to $747,032 ). The term of the debt was originally from January 1, 2007 to December 31, 2008. Since the Chinese government supports the Company's business, these loans do not bear interest and all of their due dates had been extended to December 31, 2009. Whereas, on December 16, 2009, the due dates of these loans had been rescheduled to December 31, 2010
                
      292,954       292,796  
                 
On May 9, 2007, the Company obtained a loan in amount of RMB2 million (equivalent to $292,954 and $292,796 as of December 31, 2009, 2009 and June 30, 2009, respectively) from JGFB by pledging certain buildings in Huanan, which have a carrying value of approximately RMB1.5 million (equivalent to $219,715 ). The term of the debt was originally from January 1, 2007 to December 31, 2008. Since the government support the Company's business,  this loan does not bear interest and the due date had been extended to December 31, 2009 by JGFB on June 16, 2008.  Whereas, on December 16, 2009, the due dates of these loans had been rescheduled to December 31, 2010
                
      292,954       292,796  
                 
          Total loans payable, current maturities
   $ 1,098,576     $ 1,097,986  
               Less: discount on loans payable, current
     55,393       29,077  
          Total loans payable, net, current maturities
   $ 1,043,183     $ 1,068,909  

 

 
10.  
Loan from Shareholders/Officers, Net

Loans from shareholders/officers are unsecured, non-interest bearing, and have no set repayment date. At the quarter ended September 30, 2009, in order to increase the working capital of the Company, the majority shareholder, Mr. Ligang Shang, waived his right to collect the Company’s debt to him in the amount of $11,169,236.  That sum was added to paid-in capital as of September 30, 2009. As a result, the total net amounts of loans from the shareholders/officers were $1,000 as of December 31, 2009.

 
F-13
 

11.  
 Commitments

The Company enters into forward commercial hog sales contracts with its major customers to decrease its market risk in the ordinary course of business. The Company utilizes forward contracts to establish adequate sales to minimize the risk of market fluctuations. The Company continually monitors its overall market position and fair value. The contracts information listed as follows:
 
Contract #
  
Sales Contracts
  
Client's Name
  
Contract Term
  
Sales Quantities
1
  
Merchandise hogs sales
  
Beijing Da Hongmen
  
from September 28, 2009
  
120 thousand hogs per year
           
to September 28, 2010
    
                 
2
  
Merchandise hogs sales
  
Beijing Fifth Meat Processing Factory
from August 29, 2009
  
180 thousand hogs per year
           
to August 28, 2010
    
                 
                 
   
Sales Price
  
Hog Average Weight
  
Hogs Quality
  
Penalty
1
  
 market value in Beijing area
From 75 to 90kg
  
second or/and third generation
1% penalty if the merchandise
           
of merchandise hogs
  
hogs delivered late
                 
2
  
 market value in Beijing area
  
From 75 to 90kg
  
second or/and third generation
1% penalty if the merchandise
           
of merchandise hogs
  
hogs delivered late

 
The Company leases office space, employee living space, and certain pigsties under non-cancelable operating leases. The rental expenses under operating leases were $93,745 and $93,355 in the six months ended December 30, 2009 and 2008, respectively. Future minimum rental commitments on December 31, 2009, are as follows:
 
For The Six Months Ending December 31,
  
Amount
  
2010
   $ 186,710  
2011
     8,037  
2012
     1,465  
2013
     1,465  
2014
     1,465  
Thereafter
     28,807  
Total minimum payments required
   $ 227,949  

 
 
12.  
Stockholders’ Equity
 
a.        Series A Convertible Preferred Stock
 
In exchange for the outstanding shares of Advanced Swine, the Company issued 4,646.05933 shares of its Series A Convertible Preferred Stock to the shareholders of Advanced Swine (the “Share Exchange”).  Each share of Series A Preferred Stock is convertible into Four Thousand One Hundred Sixty-Six and ⅔ (4,166.66) shares of common stock of China Swine Genetics, Inc. (f/k/a Apogee Robotics, Inc.). There were 4,800 shares of Series A Preferred Shares authorized, with par value $0.001 per share, as of June 30, 2009.

Upon completion of the Share Exchange, there were 4,646.05933 outstanding shares of Series A Convertible Preferred Stock that were converted into 19,958,583 shares of common stock on November 9, 2009.  

 
F-14
 

b.        Preferred Stock
 
The Board of Directors of the Company is authorized to designate the preferred stock in classes, and to determine the rights, privileges and limitations of the shares in each class. There were 9,995,200 share of Preferred Stock authorized, par value $0.001 per share, and zero share of Preferred Stock outstanding and issued as of December 31, 2009 and June 30, 2009, respectively.

c.       Common Stock
 
After the change of domicile from Colorado to Delaware on December 6, 2007, the Company had 300,000,000 authorized shares common stock, with par value $0.001 per share. On November 9, 2009, 4,646.05933 outstanding shares of Series A Convertible Preferred Stock that were converted into 19,958,583 shares of common stock. After recapitalization, the Company had 20,071,401 and 68,584 shares of common stock outstanding and issued as of December 31, 2009 and June 30, 2009, respectively.

Holders of the Company are entitled to one vote for each share in the election of directors and in all other matters to be voted on by the stockholders.  There is no cumulative voting in the election of directors.  Holders of Common Stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors with respect to the Common Stock out of funds legally available therefore and, in the event of liquidation, dissolution or winding up of the Company, to share proportionally in all assets remaining after payment of liabilities.  The holders of Common Stock have no pre-emptive or conversions rights and are not subject to further calls or assessments.  There are no redemption or sinking fund provisions applicable to the Common Stock.

d.        Reverse Stock Split
 
Effective on September 30, 2009, the Company implemented a reverse split of its common stock. No fractional shares or scrip were issued; rather, in the case of each shareholder who held less than one whole share or held 100 or more shares after the Reverse Split, the Company purchased any fractional share resulting from the Reverse Split for $5.28 per share.  In the case of each shareholder who would otherwise hold at least one but fewer than 100 shares as a result of the Reverse Split, the Company issued a number of shares equal to the difference between the shares held by the shareholder and 100, so that each such shareholder owns 100 whole shares.
 
All presentations regarding outstanding common stock in these financial statements have been adjusted to reflect the reverse stock split as if it had occurred on July 1, 2007.
 
e.        Additional Paid-In Capital

The additional paid-in capital represents the excess of the aggregate fair value of the capital contributed over the par value of the stock issued. There was $15,192,419 and $4,043,180 additional paid-in capital as of the quarter ended December 31, 2009 and the year ended June 30, 2009, respectively.

 
F-15
 
 
13.  
Concentration of Business
 
a.        Financial Risks
 
The Company provides credit in the normal course of business. The Company performs ongoing credit evaluations of its customers and maintains allowances for doubtful accounts based on factors surrounding the credit risk of specific customers, historical trends, and other information.
 
The Company advances funds to its supplier, WangDa. The Company also performs ongoing credit evaluations of its advances and maintains allowances for doubtful amounts based on factors surrounding the credit risk of its suppliers.
 
b.        Major Customers
 
The following summarizes sales to major customers (each represented 10% or more of the Company’s total sales revenues):

   
Sold to
    
Number of
    
Percentage of
  
For The Six Months Ended December 31,
  
Major Customers
    
Customers
    
Total Sales Revenue
  
2009
   $ 44,568,481       2       99.28%  
2008
   $ 25,593,180       2       96.95%  
 
 
c.        Major Suppliers

The following summarizes purchases from major suppliers (each represented 10% or more of purchased):
 
   
Purchased from
    
Number of
    
Percentage of
  
For The Six Months Ended December 31,
  
Major Suppliers
    
Suppliers
    
Total Purchased
  
2009
   $ 35,161,122       1       99.92%  
2008
   $ 18,807,443       1       97.23%  
 
 
14.  
 Geographical Risks

Substantially all of the Company's operations are carried out in the PRC. Accordingly, the Company's business is subject to considerations and risks atypical to those in the United States, including changes in the political, economic, social, legal, and tax environments in PRC, as well as changes in inflation and interest rates. Changes in laws and regulations concerning PRC’s purchases and sales of merchandise hogs and genetic boars, and feedstuffs business could significantly affect the Company’s future operating results and financial position.

 
F-16
 

15.  
Subsequent Event

Pursuant to the consulting agreement with Susie Bert on January 29, 2010, the Company issued 5,000 common shares to Susie Bert for her service provided in the period from January 29, 2010 to June 30, 2010. As a result, there were 20,086,210 shares of Common Stock, par value $.001 per share, outstanding and issued as of February 10, 2010.
 
 

 
F-17
 


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

In addition to historical information, this Quarterly Report contains forward-looking statements, which are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. These forward-looking statements represent Management’s belief as to the future of China Swine Genetics, Inc.  Whether those beliefs become reality will depend on many factors that are not under Management’s control.  Many risks and uncertainties exist that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in the section entitled “Risk Factors” contained in the Company’s Annual Report on Form 10-K for the year ended June 30, 2009. Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.
 
Corporate Structure
 
We are a holding company.  Our business operations are conducted in the People’s Republic of China (“PRC”) by two subsidiaries:

 
SenYu:
Heilongjiang SenYu Animal Husbandry Co., Ltd., a corporation organized in the PRC (“SenYu”).  We own 100% of the equity in SenYu.

 
Sino-Canadian JV:
Sino-Canadian Senyu-Polar Swine Genetics Company Limited, a joint venture company organized in the PRC. We own 60% of the equity in Sino Canadian JV.

SenYu and Sino-Canadian JV engage in the business of breeding and raising hogs and piglets, then distributing them to slaughter facilities and pork distributors in the PRC. Our objective is to establish ourselves as a leading producer and distributor of commercial hogs and piglets in the PRC.

Result of Operations

SenYu commenced operations in 2004, and has grown to be one of the leading commercial hogs and piglets producers and distributor in northeast China. We realized $30,435,126 in revenue during SenYu’s 2008 fiscal year, an increase of 23% compared to the $24,715,057 that SenYu realized during the year ended June 30, 2007. In fiscal 2009, which ended on June 30, 2009, our revenues grew to $50,392,533, an increase of 66% over SenYu’s fiscal 2008.  The increase in revenues reflects our rapid development in both production and marketing efforts.

Our growth continued in the first two quarters of fiscal 2010.  During the six months ended December 31, 2009, our revenue of $44,892,413 represented a 70% increase over revenue of $26,398,950 realized in the six months ended December 31, 2008.  During the three months ended December 31, 2009 our revenue increased by 55% compared to the three months ended December 31, 2008.  Our policy of committing all of our available cash resources to the expansion of the herds under our control is the primary cause of our revenue growth.  As we utilize the cash from our prior profits to expand the number of farmers involved in our program, we build on past success.

 
18
 

It is in the nature of our business that our cost of sales will rise almost in proportion to our revenues.  Since the greater portion of cost of sales is fodder expense, the only efficiencies we are likely to achieve will occur if the price of grain falls.  During the 2009 fiscal year, the opposite occurred, as agricultural foodstuffs increased in price, in part due to international demand for corn products to be used for fuel.  In the first two quarters of fiscal 2010, however, the international recession has reduced the demand for corn, resulting in somewhat lower fodder costs.  As a result our gross margin rose from 17.5% in the six months ended December 31, 2008 to 22.4% in the six months ended December 31, 2009, and from 16.2% in the second quarter of fiscal 2009 to 23.2% in the second quarter of fiscal 2010.  In general, we expect that our gross margins will fall within the range from 17% to 23% realized in fiscal 2009 and 2008, depending primarily on the market price of pig fodder.

Our general and administrative expenses increase slightly, from $287,258 in the first two quarters of fiscal 2009 to $299,578 in the first two quarters of fiscal 2010.  The increase was more dramatic, however, in the second fiscal quarter, as general and administrative expense increased by almost 88%.  The recent increase is primarily the result of the expenses attributable to being a U.S. public company, a condition we assumed in August 2009.  We expect that our selling, general and administrative expenses will increase in proportion to the growth of our business activity in the coming periods.
 
Our selling expenses rose at a pace slightly less than our revenues, from $904,869 in the six months ended December 31, 2008 to $1,357,310 in the six months ended December 31, 2009, an increase of 50%, and from $517,112 in the second quarter of fiscal 2009 to $685,947 in the second quarter of fiscal 2010, an increase of 32%.  The increases resulted from our expansion of selling efforts, in particular our development of a selling network involving Golden Lotus and WangDa, and our development of a shipping program between Jiamusi and Beijing using the services of Jiamusi Shunlida Transporting Co., Ltd.  In addition, as the net amount of our advances to WangDa increased significantly during the 2009 fiscal year, we determined that an allowance for the risk of default was appropriate.  For that reason we now record an allowance equal to 5% of the balance of our advances to WangDa.  This led to an expense of $383,984 in the six months ended December 31, 2009.

In order to maximize the return on our investment in swine, we routinely cull breeding sows that have lost their productivity.  In addition, our herds are subject to ordinary risks of mortality.  If a hog dies before sale and before we have fully depreciated our investment in the hog, we incur an expense equal to the unamortized cost of the hog.  Such incidences of swine mortality caused us an expense of $353,665 in the six months ended December 31, 2009, recorded as “loss on fixed asset disposal” or “loss on inventory disposal” depending on the category of the deceased hog.  In the six months ended December 31, 2008, our mortality losses were only $296,177.  This category of expense will vary from quarter to quarter, depending on factors such as weather, disease, and other seasonal factors.

 
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Although, under U.S. accounting principles, we realized $7,654,835 in net pre-tax income for the six months ended December 31, 2009, our taxable income as calculated under Chinese principles was considerably higher.  We are, however, enjoying an exemption from income tax granted by the government of China to businesses engaged in agricultural breeding of livestock.  But for that exemption, our income under Chinese accounting principles would be taxed at the national rate of 25%.
 
During the six months ended December 31, 2009, Sino-Canadian J.V., the joint venture in which we hold 60% of the equity, incurred a net loss of approximately $284,468.  On our Statements of Operations, the 40% of that loss allocable to our joint venture partner was attributed to “Noncontrolling Interest” and added to our net income.  In the future, if Sino-Canadian realizes a net profit, the 40% of that gain allocable to our joint venture partner will likewise be deducted from our net income.  Our net income for the first two quarters of fiscal year 2010, after that deduction, totaled $7,768,622.
 
Our business operates primarily in Chinese Renminbi (“RMB”), but we report our results in our SEC filings in U.S. Dollars.  The conversion of our accounts from RMB to Dollars will result in translation adjustments.  While our net income will be added to the ret ained earnings on our balance sheet; the translation adjustments will be added to a line item on our balance sheet labeled “accumulated other comprehensive income,” since they will be more reflective of changes in the relative values of U.S. and Chinese currencies than of the success of our business.  During the six months ended December 31, 2009, the effect of converting our financial results to Dollars was to add $15,127 to our accumulated other comprehensive income.  During the first two quarters of fiscal 2009, when the exchange rate between the Renminbi and the Dollar was much more volatile, foreign currency translation added $111,350 to our accumulated other comprehensive income.

Liquidity and Capital Resources
 
After our founders made the initial contribution of our registered capital, the growth of our business has been funded, primarily, by the revenues resulted from our business operations and by loans from our shareholders. As a result, at June 30, 2009, we had no long term debts.  We did, however, owe $11,167.236 to our majority shareholder, Ligang Shang, representing funds he loaned to Advanced Swine during our development period.  At the end of the first quarter of fiscal year 2010, however, Mr. Shang agreed to waive his right to collect that sum, and contributed it to the capital of the Company.  Accordingly, our working capital increased by the amount of the cancelled loan, as did our paid-in capital.
 
Our working capital, therefore, at December 31, 2009 totaled $29,064,414, an increase of $19,185,442 from our $9,878,972 in working capital as of June 30, 2009. The increase was approximately equal to sum of the debt cancelled by Ligang Shang and our net income $7,768,622  for the first two quarters ended December 31, 2009.  In general, since we carry only a small amount of accounts receivable, and an inventory suitable only for sale in the current season, our working capital will tend to ebb and flow in proportion to our net income.
 
 
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Included in our December 31, 2009 working capital was $27,965,960 recorded as advanced to our suppliers.  In order to raise good quality commercial hogs, and control the quality of feeding materials and procedures, we entered into a cooperation agreement with WangDa, our major feedstuff supplier, to provide our farmers fodder to raise their commercial hogs. The supplier can offset the loan amount from us once it delivers the farmers’ commercial hogs to us. Primarily as a result of our use of cash for this purpose, our operations provided us only $1,006,482 in cash, despite $7,768,622 in net income during the six months ended December 31, 2009.  While we continue to see opportunities for growth in the Chinese pork market, we intend to continue to devote our cash resources to expansion in this manner.

We currently have $1,043,183 in loans payable to non-affiliates, including $805,622 due to an agency of the government of Jiamusi and $292,954 due to an agency of the government of TangYuan, with a total discount on loans payable of $55,393.  All of the loans are interest-free and all of them are payable on December 31, 2010.  The payment date for each of these loans has been extended in the past, as these agencies have made the loans for the purpose of supporting our operations. We expect the loans will be extended in the future.

Our capital resources are adequate to fund our operations as currently constituted for the forseeable future.  Our business plan, however, contemplates that we will  expand our facilities and increase the roster of our franchisee farmers, in order to reach our goal of producing one million commercial hogs in 2013. Implementation of this plan will require an investment in the Company of significant funds. Our plan is to sell a portion of our equity in order to obtain the necessary funds.  

Off-Balance Sheet Arrangements

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.  CONTROLS AND PROCEDURES

(a)           Evaluation of disclosure controls and procedures.
 
The term “disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within required time periods. The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report (the “Evaluation Date”). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, such controls and procedures were effective.

 
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(b)           Changes in internal controls.
 
The term “internal control over financial reporting” (defined in SEC Rule 13a-15(f)) refers to the process of a company that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated any changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this report, and they have concluded that there was no change to the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 PART II   -   OTHER INFORMATION
 
Item 1A.  Risk Factors
 
There has been no material change in the risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K for the year ended June 30, 2009.
 
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
 
 None.

Item 6.     Exhibits
 
31.1
Rule 13a-14(a) Certification - CEO
 
31.2
Rule 13a-14(a) Certification - CFO
 
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Rule 13a-14(b) Certifications

SIGNATURES

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

 
CHINA SWINE GENETICS, INC.
   
Date: February 11, 2010
By: /s/ Zhenyu Shang     
 
      Zhenyu Shang , Chief Executive Officer

 
 
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