UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(Mark
One)




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




For
the fiscal year ended May 31, 2009




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




For the
transition period from ___________ to ___________




Commission
File No. 000-1434601




Zhong
Sen International Tea Company


(Name
of small business issuer in its charter)




Florida
                26-2091212(State
      or other jurisdiction of
                  incorporation
      or organization)
                (IRS
      Employer Identification No.)2416
      Lincoln Street, Hollywood, FL
                33020(Address
      of principal executive offices)
                (Zip
      Code)




(954)
247-4832


(Registrant’s
telephone number, including area code)




Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class registered:
              Name
      of each exchange on which registered:None
              NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $0.001
                (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 o    No x




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 o     No x




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




Indicate
by check mark 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 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
            o
            
            Accelerated
      filer
            oNon-accelerated
      filer
              (Do
      not check if a smaller reporting company)
            o
            
            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 o   No
x





As
of  July 23, 2009, the registrant had 60,000,000 shares of its common stock
outstanding.





Documents Incorporated by
Reference: None.












TABLE
OF CONTENTS





PAGEPART
      I
              
              1ITEM
      1.
              
              Business
              
              1ITEM
      1A.
              
              Risk Factors
              
              1ITEM
      2.
              
              Properties
              
              1ITEM
      3.
              
              Legal
      Proceedings
              
              1ITEM
      4.
              
              Submission of Matters to a Vote of
      Security Holders
              
              1PART
      II
              
              2ITEM
      5.
              
              Market for Registrant’s Common
      Equity, Related Stockholder Matters and Issuer Purchases of Equity
      Securities
              
              2ITEM
      6.
              
              Selected Financial
      Data
              
              3ITEM
      7.
              
              Management’s Discussion and Analysis
      of Financial Condition and Results of
      Operation
              
              3ITEM
      7A.
              
              Quantitative and Qualitative
      Disclosures About Market Risk
              
              6ITEM
      8.
              
              Financial Statements and
      Supplementary Data
              
              F-ITEM
      9.
              
              Changes in and Disagreements with
      Accountants on Accounting and Financial
      Disclosure
              
              7ITEM
      9A(T).
              
              Controls and
      Procedures
              
              7PART
      III
              
              8ITEM
      10.
              
              Directors, Executive Officers and
      Corporate Governance
              
              8ITEM
      11.
              
              Executive
      Compensation
              
              10ITEM
      12.
              
              Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder
      Matters
              
              12ITEM
      13.
              
              Certain Relationships and Related
      Transactions, and Director Independence
              
              12ITEM
      14.
              
              Principal Accounting Fees and
      Services
              
              13PART
      IV
              
              14ITEM
      15.
              
              Exhibits, Financial Statement
      Schedules
              
              14SIGNATURES
              
              
              
              15














PART
I







ITEM 1.      BUSINESS





General





Zhong Sen
International Tea Company (“The Company”) was incorporated on January 30, 2008,
in the State of Florida. The Company has the principal business objective of
providing sales and marketing consulting services to small to medium sized
Chinese tea producing companies who wish to export and distribute high quality
Chinese tea products worldwide. The company commenced business activities in
August, 2008, when it entered into a related party Sales and Marketing Agreement
with Yunnan Zhongsen Group, Ltd (YZG) , a related party company located in
Kunming, China, to provide sales and marketing consulting services for YZG’s tea
and tea related business lines.  During the year ended May 31, 2009,
the Company exited the development stage.


PLAN
OF OPERATIONS




Our plan
of operations for the next twelve months is focused on the following primary
objectives.




1.
            Find
      additional customers to purchase tea products from our contracted
      supplier, Yunnan Zhongsen Group, Ltd. and;2.
            Raising
      capital through private debt or equity offerings.




Subject
to the requisite financing, we believe that we can complete the following
objectives within the time period specified:




New Supply
Agreements





In August
2008, we entered into a related party agreement with Yunnan Zhongsen Group,
Ltd., or YZG, a Chinese company located in Kunming, Yunnan Province, People’s
Republic of China, which caused us to become YZG’s exclusive sales and marketing
agent worldwide.  We receive a commission of 20% of global sales,
payable each month based on our and YZG’s sales figures.  On August
29, 2008, the effective date of the transaction, we issued 49,900,000 shares to
approximately 4200 shareholders in exchange for the sales and marketing
agreement.  Additionally, our former sole director and officer named a
new board of directors, and hired new executive officers, and resigned his
positions at the company.




Sales
Marketing




All sales
are generated by external sales and marketing representatives, including those
at our related party main supplier, YZG. The product is positioned as a
high-end luxury product.  The 3,000 year history of this limited
production, highly prized product will be essential in positioning the product
and in differentiating this product from the current American and European
viewpoint of commercially produced tea, as well as setting it apart from much of
the tea products offered throughout Asia.   The history, culture
and ritual surrounding the production of the tea leaf and the ritual of the
service and presentation of this luxury item will be exploited and are critical
to the positioning of the product.
  Our
company suggests both direct sales and indirect sales through channel marketing
to our client as the methods of getting the product to the worldwide
consumer.   Direct sales can occur in person, via the phone, the
Internet or by mail. Indirect, or channel sales typically refers to sales
through a reseller. A reseller can order from us directly, or from a wholesale
distributor.  In any case, our compensation is on our client’s
volume.
   
  We
suggest to our client, YZG that they can minimize channel conflicts by employing
one or more of the following strategies:
  ·     Segmentation
of the product line;
  ·     Establishment
of limited or exclusive territories;
  ·     Design
price differentiation from direct sales and channel sales providing a cost
incentive for the consumer to purchase from the reseller;
  ·     Establishment
of rotating promotions for resellers; and/or
  ·     Design
a tiered system that would establish reseller levels rewarding higher volume
resellers with improved margins.
 Based on
our recommendations, they will establish and manage their channel marketing
program worldwide by establishing a competitive reseller program, recruiting
resellers, preparing proper reseller collateral, creating reseller kits,
managing the reseller database using Partner Relationship Management (PRM)
software, ensuring proper merchandising, ensuring adequate stocking levels,
providing reseller education and managing seeding programs.  The
channel program allows this company to produce a large volume of sales utilizing
its existing human resources as, we will have the ability to manage resellers
and thereby multiply our resources.  Direct sales can be managed
mostly by technology through applications available through the Internet, such
as, on-line stores with credit card processing portals to accumulate sales
orders from direct sales.  The proper implementation of these programs
effectively eliminates the need for the hiring of additional staff for a
significant period of time by the use of technology and the multiplication of
resources by contracting with distributors or other resellers.
 
 Revenue
Model
 
 Our
revenue model contemplates a single form of revenue, but from multiple
sources.  We anticipate earning our revenue based on the success of
our sales and marketing efforts provided to the tea producer.  We will
earn a percentage of sales directly related to our
efforts.  Since we will be processing the sales for our client, we
will have a direct and firsthand knowledge of the effectiveness of our
efforts.


Employees




As of
June 1, 2009, the Company has 4 part-time employees.





ITEM 1A.   RISK FACTORS





Not
applicable because we are a smaller reporting company.





ITEM 2.      PROPERTIES





We have
no properties and at this time have no agreements to acquire any properties. We
currently use the offices of management at no cost to us. Management has agreed
to continue this arrangement until further notice.


ITEM 3.    LEGAL PROCEEDINGS





There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s property is not the subject of any pending
legal proceedings.





ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS





None.






-1-






PART
II







ITEM 5.   MARKET FOR REGISTRANTS COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES





No Public Market for Common
Stock





There is
no trading market for our Common Stock at present and there has been no trading
market to date. There is no assurance that a trading market will ever develop
or, if such a market does develop, that it will continue.





The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)
that a broker or dealer approve a person's account for transactions in penny
stocks and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience and objectives of the person; and (ii)
make a reasonable determination that the transactions in penny stocks are
suitable for that person and that person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets forth the basis on
which the broker or dealer made the suitability determination and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks of investing in
penny stocks in both public offerings and in secondary trading, and about
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.





Holders





There are
4,179 holders of our Common Stock. The issued and outstanding shares of our
Common Stock were issued in accordance with the exemptions from registration
afforded by Section 4(2) of the Securities Act of 1933.






-2-







Dividends





Since
inception we have not paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in
the future.





Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.





Recent Sales of Unregistered
Securities





On
December 31, 2008, our President converted a note payable in the amount of
$100,000 and accrued interest of $499 into 100,000 common shares at a purchase
price of $1.00499 per common share. The shares were issued in reliance on the
exemption under Section 4(2) of the Securities Act of 1933, as
amended.





Equity Compensation Plan
Information





The
following table sets forth certain information as of May 31, 2009, with respect
to compensation plans under which our equity securities are authorized for
issuance:





(a)
            (b)
            (c)_________________
            _________________
            _________________Number
      of securities to be issued
                upon
      exercise of outstanding
              options,
      warrants and rights
            Weighted-average
      exercise price of
              outstanding
      options, warrants
              and
      rights
            Number
      of securities remaining available
              for
      future issuance under equity
              compensation
      plans (excluding
              securities 
      reflected in column (a))Equity
      compensation
            None
            None
            NonePlans
      approved bySecurity
      holdersEquity
      compensation
            None
            None
            NonePlans
      not approvedBy
      security holdersTotal





ITEM 6.     SELECTED FINANCIAL
DATA




Not
applicable because we are a smaller reporting company.





ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.





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






-3-







BUSINESS
OVERVIEW





Zhong Sen
International Tea Company (“The Company”) was incorporated on January 30, 2008,
in the State of Florida. The Company has the principal business objective of
providing sales and marketing consulting services to small to medium sized
Chinese tea producing companies who wish to export and distribute high quality
Chinese tea products worldwide. The company commenced business activities
in August 2008, when it entered into a related party Sales and Marketing
Agreement with Yunnan Zhongsen Group, Ltd (YZG) , a company located in Kunming,
China, to provide sales and marketing consulting services for YZG’s tea and tea
related business lines.  During the year ended May 31, 2009, the
Company exited the development stage.
  Results
of Operations for the Year Ended May 31, 2009 Compared to the Year Ended May 31,
2008





The
following table presents the statement of operations for the year ended May 31,
2009 as compared to the year ended May 31, 2008. The discussion following the
table is based on these results.




For
      The Years Ended
                    May
      31,2009
                  
                  
                  2008REVENUE
                  
                  $
                  34,661
                  
                  
                  $
                  -Total
      operating expenses
                  
                  
                  571,373
                  
                  
                  
                  8,570NET
      LOSS
                  
                  $
                  (537,211)
                  
                  
                  $
                  (8,570
                  )





Total Revenues





We had
revenues of $34,661 for the year ended May 31, 2009 and $0 for the year
ended May 31, 2008.  This increase is attributable to the receipt of
commissions on sales of product by our sole customer, Yunnan Zhongsen Group,
Ltd., a related party company, pursuant to a Sales and Marketing Agreement
entered into by the Companies on August 29, 2008.
 Operating
Expenses
 
 Operating
expenses for the year ended May 31, 2009 increased to $571,373 from $8,570 for
the year ended May 31, 2008 representing an increase of $562,803. The increase
is attributable to an expansion in the operations of our business pursuant to a
Sales and Marketing Agreement entered into by the Company and Yunnan Zhongsen
Group, Ltd., on August 29, 2008, as well as a $379,000 impairment of
goodwill.
 
 Net
Loss
 
 Net loss
was $537,211 for the year ended May 31, 2009 compared to $8,570 for the
same period ended May 31, 2008, an increase of $528,641.  Our net
losses increased because of an expansion in the operations of our business
pursuant to a Sales and Marketing Agreement entered into by the Company and
Yunnan Zhongsen Group, Ltd., on August 29, 2008, as well as a $379,000
impairment of goodwill.


Liquidity and Capital
Resources




As of May
31, 2009, we have assets of $148,913 consisting of cash of $16,942, accounts
receivable of $11,971 and intangible assets of $120,000 and total
liabilities of $5,000, compared with May 31, 2008 when we had assets of $27,300
consisting of cash of $6,300, prepaid accounting fees of $6,000 and prepaid
legal of $15,000, and total liabilities of $0.




We
believe that we will need additional funding to satisfy our cash requirements
for the next twelve months. Completion of our plan of operation is subject to
attaining adequate revenue. We cannot assure investors that additional financing
will be available. In the absence of additional financing, we may be unable to
proceed with our plan of operations.




We intend
to hire additional employees for sales, administrative and finance support staff
as necessary, though we have no time frame in which we expect to hire such
staff. Additional sales staff, when required, will be hired on a commission
basis, and administrative and finance support staff will only be hired when
revenues are such that the company can support such a
staff.   Completion of our plan of operations is subject to
attaining adequate revenue. We cannot assure investors that adequate revenues
will be generated. In the absence of our projected revenues, we may be unable to
proceed with our plan of operations. Even without significant revenues within
the next twelve months, we still anticipate being able to continue with our
present activities, but we may require financing to potentially achieve our goal
of profit, revenue and growth.





We
anticipate that our general and administrative expenses for the next 12 months
will total $183,200.






-4-





The
breakdown is as follows:




General
      and AdministrativeLegal
      and Accounting
                        
                        $
                        45,000Telecommunications
                        
                        
                        1,200Office
      Supplies
                        
                        
                        500Postage
      & Shipping
                        
                        
                        1,200Travel
                        
                        
                        10,000Utilities
                        
                        
                        4,800Taxes
      and Licenses
                        
                        
                        500Salaries
      and Wages
                        
                        
                        120,000TOTAL
                        
                        $
                        183,200




The
foregoing represents our best estimate of our cash needs based on current
planning and business conditions. The exact allocation, purposes and timing of
any monies raised in subsequent private financings may vary significantly
depending upon the exact amount of funds raised and status of our business plan.
In the event we are not successful in reaching our initial revenue targets,
additional funds may be required and we would then not be able to proceed with
our business plan for the development and marketing of our core services. Should
this occur, we would likely seek additional financing to support the continued
operation of our business. We anticipate that depending on market conditions and
our plan of operations, we could incur operating losses in the foreseeable
future. We base this expectation, in part, on the fact that we may not be able
to generate enough gross profit from our business operations to cover our
operating expenses.




We
anticipate that our operational, and general and administrative expenses for the
next 12 months will total approximately $183,200. The foregoing represents our
best estimate of our cash needs based on current planning and business
conditions. The exact allocation, purposes and timing of any monies raised in
subsequent private financings may vary significantly depending upon the exact
amount of funds raised and our progress with the execution of our business plan.
We anticipate that depending on market conditions and our plan of operations, we
may incur operating losses in the foreseeable future. Therefore, our auditors
have raised substantial doubt about our ability to continue as a going
concern.





Off
Balance Sheet Arrangements





We do not
have any off-balance sheet arrangements that we are required to disclose
pursuant to these regulations. In the ordinary course of business, we enter into
operating lease commitments, purchase commitments and other contractual
obligations. These transactions are recognized in our financial statements in
accordance with generally accepted accounting principles in the United
States.





We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs), we will require additional funds to continue to implement and
expand our business plan during the next twelve months.
 
 Critical Accounting
Policies
  Our
significant accounting policies are summarized in Note 1 of our financial
statements included in this annual report on Form 10-K for the year ended May
31, 2009. Our financial statements and related public financial information are
based on the application of accounting principles generally accepted in the
United States (“GAAP”). GAAP requires the use of estimates; assumptions,
judgments and subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenues and expense amounts reported. These
estimates can also affect supplemental information contained in our external
disclosures including information regarding contingencies, risk and financial
condition. We believe our use of estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions. We
continue to monitor significant estimates made during the preparation of our
financial statements.




Recent Accounting
Pronouncements




In May
2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165
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. SFAS 165 sets forth (1) The period after the balance
sheet date during which management of a reporting entity should evaluate events
or transactions that may occur for potential recognition or disclosure in the
financial statements, (2) The circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and (3) The disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. SFAS 165 is
effective for interim or annual financial periods ending after June 15, 2009.
The Company is evaluating the impact the adoption of SFAS 165 will have on its
financial statements.






-5-







In June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets. SFAS 166 is effective as
of the beginning of each reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period and for interim and annual reporting periods thereafter. The
Company is evaluating the impact the adoption of SFAS 166 will have on its
financial statements.





In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with
variable interest entities and to address (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) constituent concerns about
the application of certain key provisions of Interpretation 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. SFAS 167 is effective as of the beginning of each
reporting entity’s first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period, and for
interim and annual reporting periods thereafter. The Company is evaluating the
impact the adoption of SFAS 167 will have on its financial
statements.





In
June 2009, the FASB issued SFAS No. 168 “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 (“Codification”) will be the single source of authoritative
nongovernmental U.S. generally accepted accounting principles. Rules and
interpretive releases of the SEC under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective
for interim and annual periods ending after September 15, 2009. All existing
accounting standards are superseded as described in SFAS 168. All other
accounting literature not included in the Codification is nonauthoritative. The
Codification is not expected to have a significant impact on the Company’s
financial statements.




ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOUSURES ABOUT MARKET
RISK





Not
applicable because we are a smaller reporting company.






-6-








ITEM 8.      FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.




REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 To the
Board of Directors of:
 Zhong Sen
International Tea Company
  We have
audited the accompanying balance sheets ofZhong
Sen International Tea Company (the “Company”) as of May 31, 2009
and 2008, and the related statements of operations, changes in stockholders’
equity and cash flows for the years then ended.  These financial
statements are the responsibility of the Company’s management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.
  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.  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 Zhong Sen International Tea Company
as of May 31, 2009 and 2008 and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
  The
accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in
Note 9 to the financial statements, the Company has an accumulated deficit
of $545,781 and a negative cash flow from operations of
$87,183.  These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans
concerning these matters are also described in Note 9.  The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
 
 WEBB
& COMPANY, P.A.
 Certified
Public Accountants
  Boynton
Beach, Florida
 July 8,
2009






F-1








ZHONG
      SEN INTERNATIONAL TEA COMPANYBALANCE
      SHEETSASSETSMay
      31,2009
                                              
                                              
                                              2008CURRENT
      ASSETSCash
                                              
                                              $
                                              16,942
                                              
                                              
                                              $
                                              6,300Accounts
      receivable
                                              
                                              
                                              11,971
                                              
                                              
                                              
                                              -Prepaid
      expenses
                                              
                                              
                                              -
                                              
                                              
                                              
                                              21,000Total
      Current Assets
                                              
                                              
                                              28,913
                                              
                                              
                                              
                                              27,300OTHER
      ASSETS
                                              
                                              
                                              
                                              
                                              
                                              
                                              .Marketing
      agreement
                                              
                                              
                                              120,000
                                              
                                              
                                              
                                              -TOTAL ASSETS
                                              
                                              $
                                              148,913
                                              
                                              
                                              $
                                              27,300LIABILITIES AND STOCKHOLDERS’
      EQUITYCURRENT
      LIABILITIESAccounts
      payable
                                              
                                              $
                                              5,000
                                              
                                              
                                              $
                                              -TOTAL
      LIABILITIES
                                              
                                              
                                              5,000
                                              
                                              
                                              
                                              -COMMITMENTS
      AND CONTINGENCIES
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -.
                                              
                                              
                                              
                                              .STOCKHOLDERS’
      EQUITYCommon stock, $0.001 par value, 100,000,000 shares
      authorized,  60,00,000 and 5,000,000 shares issued
      and outstanding
                                              
                                              
                                              60,000
                                              
                                              
                                              
                                              5,000Additional
      paid in capital
                                              
                                              
                                              629,694
                                              
                                              
                                              
                                              30,870Accumulated
      deficit
                                              
                                              
                                              (545,781
                                              )
                                              
                                              
                                              (8,570
                                              )Total
      Stockholders’ Equity
                                              
                                              
                                              143,913
                                              
                                              
                                              
                                              27,300TOTAL LIABILITIES AND STOCKHOLDERS’
      EQUITY
                                              
                                              $
                                              148,913
                                              
                                              
                                              $
                                              27,300






See
Accompanying Notes to the Financial Statements
 F-2




ZHONG
      SEN INTERNATIONAL TEA COMPANYSTATEMENTS
      OF OPERATIONSFor
      the PeriodFor
      the year ended
                            
                            
                            January
      30, 2008 (Inception) toMay
      31, 2009
                            
                            
                            May
      31, 2008REVENUES:Marketing
      revenue - related party
                            
                            $
                            34,661
                            
                            
                            $
                            -34,661
                            
                            
                            
                            -OPERATING
      EXPENSESOfficer's
      compensation
                            
                            
                            6,500
                            
                            
                            
                            7,300Professional
      fees
                            
                            
                            45,003
                            
                            
                            
                            1,200Consulting
      fees
                            
                            
                            140,000
                            
                            
                            
                            -Impairment
      of Marketing
      Agreement
                            
                            
                            379,000
                            
                            
                            
                            -General
      and administrative
                            
                            
                            870
                            
                            
                            
                            70Total
      Operating Expenses
                            
                            
                            571,373
                            
                            
                            
                            8,570LOSS
      FROM OPERATIONS
                            
                            
                            (536,712
                            )
                            
                            
                            (8,570
                            )OTHER
      EXPENSESInterest
      Expense
                            
                            
                            499
                            
                            
                            
                            -NET
      LOSS BEFORE PROVISION FOR INCOME TAXES
                            
                            
                            (537,211
                            )
                            
                            
                            (8,570
                            )PROVISION
      FOR INCOME TAXES
                            
                            
                            -
                            
                            
                            
                            -NET
      LOSS
                            
                            $
                            (537,211
                            )
                            
                            $
                            (8,570
                            )Net
      loss per share - basic and diluted
                            
                            $
                            (0.01
                            )
                            
                            $
                            (0.00
                            )Weighted
      average number of shares outstanding during the period - basic and
      diluted
                            
                            
                            46,404,384
                            
                            
                            
                            3,154,795






See
Accompanying Notes to the Financial Statements
 F-3




ZHONG
      SEN INTERNATIONAL TEA COMPANYSTATEMENT
      OF STOCKHOLDERS EQUITYFOR
      THE PERIOD FROM JANUARY 30, 2008 TO MAY 31, 2009Common
      Stock
                      
                      
                      Additional
      Paid-In
                      
                      
                      AccumulatedShares
                      
                      
                      Amount
                      
                      
                      Capital
                      
                      
                      Deficit
                      
                      
                      TotalBALANCE, January 30,  2008
      (Inception)
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Issuance
      of founders stock
                      
                      
                      70,000
                      
                      
                      
                      70
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      70Sale
      of common stock for cash ($.001 per share)
                      
                      
                      1,500,000
                      
                      
                      
                      1,500
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,500Sale
      of common stock for cash ($.01 per share)
                      
                      
                      2,580,000
                      
                      
                      
                      2,580
                      
                      
                      
                      23,220
                      
                      
                      
                      -
                      
                      
                      
                      25,800Common
      stock issued to President for services ($.01 per share)
                      
                      
                      730,000
                      
                      
                      
                      730
                      
                      
                      
                      6,570
                      
                      
                      
                      -
                      
                      
                      
                      7,300Common
      stock issued for professional fees ($.01 per share)
                      
                      
                      120,000
                      
                      
                      
                      120
                      
                      
                      
                      1,080
                      
                      
                      
                      -
                      
                      
                      
                      1,200Net
      Loss, for the Period January 30, 2008 (Inception) toMay
      31, 2008
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (8,570
                      )
                      
                      
                      (8,570
                      )Balance
      May 31, 2008
                      
                      
                      5,000,000
                      
                      
                      
                      5,000
                      
                      
                      
                      30,870
                      
                      
                      
                      (8,570
                      )
                      
                      
                      27,300Common
      stock issued for finder's fee
                      
                      
                      5,000,000
                      
                      
                      
                      5,000
                      
                      
                      
                      45,000
                      
                      
                      
                      -
                      
                      
                      
                      50,000Common
      stock issued for marketing agreement
                      
                      
                      49,900,000
                      
                      
                      
                      49,900
                      
                      
                      
                      449,100
                      
                      
                      
                      -
                      
                      
                      
                      499,000In
      kind contribution of services
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      6,500
                      
                      
                      
                      -
                      
                      
                      
                      6,500Conversion
      of notes payable and accrued interest to related party
                      
                      
                      100,000
                      
                      
                      
                      100
                      
                      
                      
                      100,399
                      
                      
                      
                      -
                      
                      
                      
                      100,499Stock
      offering costs
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (2,175
                      )
                      
                      
                      -
                      
                      
                      
                      (2,175
                      )Net
      Loss for the year ended May 31, 2009
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (537,211
                      )
                      
                      
                      (537,211
                      )Balance
      May 31, 2009
                      
                      
                      60,000,000
                      
                      
                      $
                      60,000
                      
                      
                      $
                      629,694
                      
                      
                      $
                      (545,781
                      )
                      
                      $
                      143,913






See
Accompanying Notes to the Financial Statements
 F-4




ZHONG
      SEN INTERNATIONAL TEA COMPANYSTATEMENTS
      OF CASH FLOWSFor
      the PeriodFor
      the Year Ended
                        
                        
                        January
      31, 2008 (Inception)May
      31, 2009
                        
                        
                        to
      May 31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                        
                        $
                        (537,211
                        )
                        
                        $
                        (8,570
                        )Adjustments
      to reconcile net loss to net cash used in operating
      activities:In
      kind contribution of services
                        
                        
                        6,500
                        
                        
                        
                        -Common
      stock issued for services
                        
                        
                        50,000
                        
                        
                        
                        8,500Impairment
      of marketing
      agreement
                        
                        
                        379,000
                        
                        
                        
                        -Changes
      in operating assets and liabilities:Increase
      in accounts receivable
                        
                        
                        (11,971
                        )
                        
                        
                        -Decrease
      / (increase) in prepaid expenses
                        
                        
                        21,000
                        
                        
                        
                        (21,000
                        )Increase
      in accounts payable
                        
                        
                        5,000
                        
                        
                        
                        -Increase
      in accrued interest
                        
                        
                        499
                        
                        
                        
                        -Net
      Cash Used In Operating Activities
                        
                        
                        (87,183
                        )
                        
                        
                        (21,070
                        )CASH
      FLOWS FROM INVESTING ACTIVITIES:
                        
                        
                        -
                        
                        
                        
                        -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from notes payable - related party
                        
                        
                        100,000
                        
                        
                        
                        -Proceeds
      from issuance of common stock
                        
                        
                        (2,175
                        )
                        
                        
                        27,370Net
      Cash Provided By Financing Activities
                        
                        
                        97,825
                        
                        
                        
                        27,370NET
      INCREASE IN CASH
                        
                        
                        10,642
                        
                        
                        
                        6,300CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                        
                        
                        6,300
                        
                        
                        
                        -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                        
                        $
                        16,942
                        
                        
                        $
                        6,300Supplemental
      Disclosure of Cash Flow Information:Cash
      paid for interest
                        
                        $
                        -
                        
                        
                        $
                        -Cash
      paid for taxes
                        
                        $
                        -
                        
                        
                        $
                        -Converion
      of note payable and accrued interest into common stock
                        
                        $
                        100,499
                        
                        
                        $
                        -






See
Accompanying Notes to the Financial Statements
 F-5




ZHONG
SEN INTERNATIONAL TEA COMPANY
 NOTES
TO THE FINANCIAL STATEMENTS
 As
of May 31, 2009 and 2008
 
  NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
 
 Organization
 
 Zhong Sen
International Tea Company (“The Company”) was incorporated on January 30, 2008,
in the State of Florida. The Company has the principal business objective of
providing sales and marketing consulting services to small to medium sized
Chinese tea producing companies who wish to export and distribute high quality
Chinese tea products worldwide. The company commenced business activities in
August, 2008, when it entered into a related party Sales and Marketing Agreement
with Yunnan Zhongsen Group, Ltd (YZG) , a company located in Kunming, China, to
provide sales and marketing consulting services for YZG’s tea and tea related
business lines.  During the year ended May 31, 2009, the Company
exited the development stage.
 
 Use of
Estimates:
 
 The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities, and disclosure of
contingent liabilities at the date of the financial statements, and the reported
amount of revenues and expenses during the reporting period. Actual results
could differ from those results.
  Revenue
Recognition
  The
Company recognizes revenue on arrangements in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements’ and No. 104, “Revenue Recognition”. In all cases, revenue
is recognized only when the price is fixed or determinable, persuasive evidence
of an arrangement exists, the service is performed and collectability of the
resulting receivable is reasonably assured.
 
 Cash and
Cash Equivalents, and Credit Risk:
 
 For
purposes of reporting cash flows, the Company considers all cash accounts with
maturities of 90 days or less and which are not subject to withdrawal
restrictions or penalties, as cash and cash equivalents in the accompanying
balance sheet.
 
 The
Company maintains a portion of its deposits in a financial institution that
insures its deposits with the FDIC insurance up to $250,000 per depositor and
deposits in excess of such insured amounts represent a credit risk to the
Company. At May 31, 2009 and 2008 the Company had $0 in cash that was
uninsured.
 
 Accounts
Receivable
 
 The
Company is required to estimate the collectability of its accounts receivable.
The Company's reserve for doubtful accounts is estimated by management based on
a review of historic losses and the age of existing receivables from specific
customers. As of May 31, 2009, the Company deems all account receivable
collectible.
 
 Concentration
of Credit Risk
  During
the year ended May 31, 2009, one customer accounted for 100% of the Company's
sales and 100% of accounts receivable as of May 31, 2009.
 Stock
Compensation
 
 The
Company adopted SFAS No. 123R,Share-Based Payment(“SFAS
123R”), which requires all stock-based payments to employees, including grants
of employee stock options, to be recognized in the financial statements based on
their fair values. The Company accounts for stock-based compensation
arrangements with nonemployees in accordance with the Emerging Issues Task Force
Abstract No. 96-18,Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling Goods or
Services.   The Company records the expense of such services to
employees and non employees based on the estimated fair value of the equity
instrument using the Black-Scholes pricing model.
  
 F-6
 
  Segments
  The
Company operates in one segment and therefore segment information is not
presented.
 
 Fair
Value of Financial Instruments
 
 The
carrying amounts of the Company’s financial instruments including accounts
receivable and accounts payable approximate fair value due to the relatively
short period to maturity for this instrument.
  Earnings
Per Share:
  Basic
earnings per share ("EPS") is computed by dividing earnings available to common
shareholders by the weighted-average number of common shares outstanding for the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings. As of May 31, 2009 and 2008 there were no common share
equivalents outstanding.
 
 Income
Taxes:
  The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under
Statement 109, 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
(37.63%) expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. Under Statement
109, 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. As of
May 31, 2009 the Company has a net operating loss carry forward of $179,215
available to offset future taxable income through 2029. The valuation allowance
at May 31, 2009 is $67,439. The net change in the valuation allowance for year
ended May 31, 2009 was an increase of $64,214.
  Recent
Accounting Pronouncements:
  In May
2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165
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. SFAS 165 sets forth (1) The period after the balance
sheet date during which management of a reporting entity should evaluate events
or transactions that may occur for potential recognition or disclosure in the
financial statements, (2) The circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and (3) The disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. SFAS 165 is
effective for interim or annual financial periods ending after June 15, 2009.
The Company is evaluating the impact the adoption of SFAS 165 will have on its
financial statements.
 
 In June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets. SFAS 166 is effective as
of the beginning of each reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period and for interim and annual reporting periods thereafter. The
Company is evaluating the impact the adoption of SFAS 166 will have on its
financial statements.
 
 In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with
variable interest entities and to address (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) constituent concerns about
the application of certain key provisions of Interpretation 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. SFAS 167 is effective as of the beginning of each
reporting entity’s first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period, and for
interim and annual reporting periods thereafter. The Company is evaluating the
impact the adoption of SFAS 167 will have on its financial
statements.
 
 In June
2009, the FASB issued SFAS No. 168 “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
(“Codification”) will be the single source of authoritative nongovernmental U.S.
generally accepted accounting principles. Rules and interpretive releases
of the SEC under authority of federal securities laws are also sources of
authoritative GAAP for SEC registrants. SFAS 168 is effective for interim and
annual periods ending after September 15, 2009. All existing accounting
standards are superseded as described in SFAS 168. All other accounting
literature not included in the Codification is nonauthoritative. The Company is
evaluating the impact the adoption of SFAS 168 will have on it’s financial
statements.
  F-7
 
  NOTE
2 - PREPAID EXPENSES
 
 At May
31, 2008 the Company had prepaid accounting and legal fees of $21,000. The
Company expensed the prepaid as the services were rendered. At May 31, 2009 the
Company had prepaid accounting and legal fees of $0.
 
 NOTE
3 - SALES AND MARKETING AGREEMENT WITH RELATED PARTY
 
 On August
29, 2008 the Company entered into a related party sales and marketing agreement
with the Yunnan Zhongsen Group, Ltd., or YZG, a Chinese company located in
Kunming, Yunnan Province, People’s Republic of China, which caused them to
become YZG’s exclusive sales and marketing agent worldwide. The Company receives
a commission of 20% of global sales, payable each month based on the Company and
YZG’s sales figures. On August 29, 2008, the effective date of the transaction,
the Company issued 49,900,000 shares of common stock valued at $499,000 or $.01
per share the most recent cash offering price in exchange for the sales and
marketing agreement. The Company has capitalized the value of the Sales and
Marketing agreement. As of May 31, 2009 the Company has recorded an impairment
on the agreement in the amount of $379,000. The Company issued 5,000,000 shares
of common stock valued at $50,000 or $.01 per share the most recent cash
offering price as the finder’s fee. The Company expensed the value of the common
stock issued at August 31, 2008.
  NOTE
4 – NOTES PAYABLE RELATED PARTY
  On
October 1, 2008, the Company borrowed $100,000 from an officer and
director.  Interest accrues at 2% per year, and expires on December
31, 2008. On December 31, 2008 the officer and director converted the note and
accrued interest of $499 into 100,000 shares of common stock at a price of
$1.00499 per share. (See notes 5 and 7)
  NOTE
5 - RELATED PARTY TRANSACTIONS
 
 On
January 30, 2008 the Company sold its former President and former sole Director
70,000 shares of common stock for $70. ($.001 per share)
 
 During
the period January 30, 2008 (Inception) to May 31, 2008, the Company issued its
former President and former sole Director 730,000 shares of common stock for
services valued at $7,300. ($.01 per share).
  On April
6, 2008 the Company sold 100,000 shares of common stock to its Former
President and Former Sole Director’s wife for $1,000 ($.01)
 
 On August
29, 2008 the Company entered into a related party sales and marketing agreement
with the Yunnan Zhongsen Group, Ltd., or YZG, a Chinese company located in
Kunming, Yunnan Province, People’s Republic of China, which caused them to
become YZG’s exclusive sales and marketing agent worldwide. The Company receives
a commission of 20% of global sales, payable each month based on the Company and
YZG’s sales figures. On August 29, 2008, the effective date of the transaction,
the Company issued 49,900,000 shares of common stock valued at $499,000 or $.01
per share the most recent cash offering price in exchange for the sales and
marketing agreement. The Company has capitalized the value of the Sales and
Marketing agreement. As of May 31, 2009 the Company has recorded an impairment
on the agreement in the amount of $379,000. The Company issued 5,000,000 shares
of common stock valued at $50,000 or $.01 per share the most recent cash
offering price as the finders fee. The Company expensed the value of the common
stock issued at August 31, 2008.
 
 During
the year ended May 31, 2009 the Company recorded imputed compensation of $6,500
for the services contributed by issued its President and its CFO (See Note
7).
  On
October 1, 2008, the Company borrowed $100,000 from an officer and
director.  Interest accrues at 2% per year, and expires on December
31, 2008. On December 31, 2008 the officer and director converted the note and
accrued interest of $499 into 100,000 shares of common stock at a price of
$1.00499 per share (See Notes 4 and 7).
 
 NOTE
6 – CONSULTING AGREEMENTS
  On
September 1, 2008 the Company entered into an agreement with EverAsia Consultant
Co., Ltd whereby the Company will pay to EverAsia Consultant Co., Ltd $5,000 per
month beginning September 1, 2008 and ending December 31, 2009 for consulting
services. During the year ended May 31, 2009, the Company recorded an
expense of $45,000.
 
 On
September 1, 2008 the Company entered into an agreement with EverAsia Financial
Group, Inc. whereby the Company will pay to EverAsia Financial Group, Inc.
$5,000 per month beginning September 1, 2008 and ending December 31, 2009 for
management services. During the year ended May 31, 2009, the Company recorded an
expense of $45,000.
  F-8
   NOTE 7
– INCOME TAXES
  The net
deferred tax liability in the accompanying balance sheet includes the following
amounts of deferred tax assets and liabilities:
  Years
      Ended May 31,2009
                              
                              
                              2008Deferred
      tax liability
                              
                              $
                              -
                              
                              
                              $
                              -Deferred
      tax liability
                              
                              
                              -
                              
                              
                              
                              -Impairment
      of marketing agreement
                              
                              
                              135,487
                              
                              
                              
                              -Net
      Operating Loss Carryforward
                              
                              
                              67,439
                              
                              
                              
                              3,225Valuation
      allowance
                              
                              
                              (202,926)
                              
                              
                              
                              (3,225)Net
      deferred tax asset
                              
                              
                              -
                              
                              
                              
                              -Net
      deferred tax liability
                              
                              $
                              -
                              
                              
                              $
                              -
  The
valuation allowance was established to reduce the deferred tax asset to the
amount that will more likely than not be realized. This is necessary due to
the Company’s continued operating losses and the uncertainty of the Company’s
ability to utilize all of the net operating loss carryforwards before they will
expire through the year 2029.
  The net
change in the valuation allowance for the year ended May 31, 2009 was an
increase of $199,701.
  The
components of income tax expense related to continuing operations are as
follows:
  2009
                              
                              
                              2008FederalCurrent
                              
                              $
                              -
                              
                              
                              $
                              -Deferred
                              
                              
                              -
                              
                              
                              
                              -$
                              -
                              
                              
                              $
                              -State
      and LocalCurrent
                              
                              $
                              -
                              
                              
                              $
                              -Deferred
                              
                              
                              -
                              
                              
                              
                              -$
                              -
                              
                              
                              $
                              -
  The
Company's income tax expense differed from the statutory rates (federal 34% and
state 5.50%) as follows:
 
  Year
      Ended
                            May
      31,
                          
                          
                          Year
      Ended
                            May
      31,2009
                          
                          
                          2008Statutory
      rate applied to earnings before income taxes:
                          
                          $
                          (202,152)
                          
                          
                          $
                          (3,225)Increase
      (decrease) in income taxes resulting from:Change
      in deferred tax asset valuation allowance
                          
                          
                          199,701
                          
                          
                          
                          3,225Other
                          
                          
                          2,451
                          
                          
                          
                          -Income
      Tax Expense
                          
                          $
                          -
                          
                          
                          $
                          -
 
 
 F-9
 
  
 NOTE 8
- SHAREHOLDERS' EQUITY
  On
January 30, 2008 the Company sold its President and sole Director 70,000 shares
of common stock for $70. ($.001 per share)(See Note 5).
 
 During
the period January 30, 2008 (Inception) to May 31, 2008, the Company issued its
President and sole Director 730,000 shares of common stock for services valued
at $7,300. ($.01 per share).
 
 In
February 2008 the Company sold a total of 1,500,000 shares for net proceeds of
$1,500 ($.001 per share). The Company believes this offering is exempt from
registration with the US Securities and Exchange Commission.
  During
the period January 30, 2008 (Inception) to May 31, 2008, the Company undertook a
private placement issuance, Regulation D Rule 506 offering of 2,580,000 shares
of common stock for net proceeds of $25,800 ($.01 per share). The Company
believes this offering is exempt from registration with the US Securities and
Exchange Commission.
 
 During
the period January 30, 2008 (Inception) to May 31, 2008, the Company issued
120,000 shares of common stock for legal and consulting services.  The
shares were valued at $1,200 or $.01 per share based on a recent cash
offering price.
 
 During
the year ended May 31, 2009 the Company recorded imputed compensation of $6,500
for the services contributed by issued its President and its CFO (See Note
5).
  On August
29, 2008 the Company entered into a related party sales and marketing agreement
with the Yunnan Zhongsen Group, Ltd., or YZG, a Chinese company located in
Kunming, Yunnan Province, People’s Republic of China, which caused them to
become YZG’s exclusive sales and marketing agent worldwide. The Company receives
a commission of 20% of global sales, payable each month based on the Company’s
and YZG’s sales figures. On August 29, 2008, the effective date of the
transaction, the Company issued 49,900,000 shares of common stock valued at
$499,000 or $.01 per share the most recent cash offering price in exchange for
the sales and marketing agreement. The Company has capitalized the value of the
Sales and Marketing agreement. As of May 31, 2009 the Company has recorded an
impairment on the agreement in the amount of $379,000. The Company issued
5,000,000 shares of common stock valued at $50,000 or $.01 per share the most
recent cash offering price as the finder’s fee. The Company expensed the value
of the common stock issued at August 31, 2008 (see note 3).
 
 On
October 1, 2008, the Company borrowed $100,000 from an officer and
director.  Interest accrued at 2% per year, and expired on December
31, 2008. On December 31, 2008 the officer and director converted the note and
accrued interest of $499 into 100,000 shares of common stock at a price of
$1.00499 per share (See Notes 4 and 5).
 
 During
2009, the Company paid $2,175 for Blue Sky fees for shares previously
issued.
 
 NOTE 9
- GOING CONCERN
 
 The
Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. For the year ended May 31,
2009, the Company has an accumulated deficit of $545,781 and used cash in
operations of $87,183. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management continues to actively seek
additional sources of capital to fund current and future operations. There is no
assurance that the Company will be successful in continuing to raise additional
capital and establish its business model. These financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.


F-10
 
  Item 9.        
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
 
 Our
accountant is Webb & Company, P.A. Independent Registered Public
Accounting Firm. We do not presently intend to change accountants. At no time
have there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.
 
 Item 9A(T).  CONTROLS AND PROCEDURES
 
 Evaluation
of Disclosure Controls and Procedures
 
 Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CFO, as appropriate, to allow timely decisions regarding required
disclosure.
 
 Management's
Annual Report on Internal Control Over Financial Reporting.
 
 The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting for the
Company.  Our internal control system was designed to, in general,
provide reasonable assurance to the Company’s management and board regarding the
preparation and fair presentation of published financial statements, but because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
 
 Our
management assessed the effectiveness of the Company’s internal control over
financial reporting as of May 31, 2009.  The framework used by
management in making that assessment was the criteria set forth in the document
entitled “ Internal Control – Integrated Framework” issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on that assessment,
our management has determined that as of May 31, 2009, the Company’s internal
control over financial reporting was effective for the purposes for which it is
intended.
 
 This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.
  Changes
in Internal Control over Financial Reporting
 
 No change
in our system of internal control over financial reporting occurred during the
period covered by this report, fourth quarter of the fiscal year ended May 31,
2009 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
   -7-


PART
III







ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE




Our
executive officers and directors and their ages as of July 23, 2009 are as
follows:
  Name
                  Age
                  Position
                  Date
      AppointedWang
      Li
                  49
                  President,
      Chairman of the Board of Directors
                  August
      29, 2008Zhongping
      Zhou
                  35
                  Director
                  August
      29, 2008Jun
      Zou
                  40
                  Director
                  August
      29, 2008Nie
      Pin (1)
                  49
                  Chief
      Operating Officer, Chief Executive Officer Director
                  August
      29, 2008Jiansheng
      Li
                  42
                  Secretary,
      Director
                  August
      29, 2008Binquan
      Zhang (2)
                  46
                  Chief
      Financial Officer
                  October
      15, 2008
  Note (1):
Effective October 15, 2008 Mr. Nie Pin was appointed to the additional position
of Chief Executive Officer.  Prior to October 15, 2008, Mr. Nie served
as the Chief Operating Officer and as a Director of the
Company





Note (2):
Effective October 15, 2008, Mr. Xiaokun Li resigned as the Chief Financial
Officer of the Company. The resignation was not the result of any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices. Effective October 15, 2008, Mr. Binquan
Zhang was hired to fill the position of Chief Financial
Officer.




Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.




Wang
Li, President and Chairman of the Board





Ms. Wang
is our President and Chairman of the Board, as well as the president and owner
of Yunnan Zhongsen Commercial Forest Plantation Group Inc., an agricultural
corporation that specializes in the cultivation of Pu’er tea and other forest
products in Yunnan Province, P.R. China.  She is proficient in
corporate management and computer technology.  Ms. Wang’s other
business ventures includes health care, catering and mineral
exploration.  Prior to joining our company, she worked for the Yunnan
Commodity Administration Bureau from December, 1985 through October, 2007, when
she chose to devote her full time and efforts to establishing the Yunnan
Zhongsen Commercial Forest Plantation Group, Inc.





Zhou
Zhongping, Independent Director





Mr. Zhou
has broad interests in art and culture, which allows him to incorporate aspects
of the arts with the culture of Pu’er tea.  He currently serves as
assistant secretary of Yunnan Zhongsen Commercial Forest Plantation Group Inc.,
and manager of Pu’er tea flagship shop in Kunming.  In addition, Mr.
Zhou works to improve shelter and water supply conditions for tea farmers as
well as college students.  He has a Bachelor of Arts degree from
Tsingha University.





Zou
Jun, Independent Director





Mr. Zou
received his post-graduate education in California University and majored in
International Law. Mr. Zou is an officer of Yunnan Zhongsen Commercial Forest
Plantation Group Inc. He is also a professional Legal advisor who provides
services including legal consultant, legal support and corporation structure
design. He serves as Vice-president of Zhong Fa Attorney Affairs Office, and
officer of Legal Daily. He is one of the pioneers who dealt with cases of sexual
harassment in China, and was the first attorney who took Chinese traffic police
to trial. Having been Securities Counsel to listed companies in China and legal
consultant to the Journalism Committee for over 5 years, he brings his strong
business ethics and knowledge of the private sector to the Company.




Pin
Nie, Chief Executive Officer, Chief Operating Officer and Director





Mr. Nie
is our Chief Executive Officer, Chief Operating Officer and a member of our
Board of Directors.  Mr. Nie is a an efficiency expert
who  successfully designed and presided over more than 100 cases
involving sales and marketing  programs to  commonweal
activities.  Among his successes was the Vietnam 411 Cow Development
Strategy, which improved the Vietnam milk import industry. He is also a writer
and journalist who has had five of his works adapted to film. He is the Chief
Designer of Yunnan Zhongsen Commercial Forest Plantation Group
Inc.  He is also an expert in business models and corporate structure
reformation.  He is currently engaged as president of Longfeng
Advertisement Inc., and President of Yunnan Harmonious Cultural Spread Inc., and
serves as the Director of China Pu’er International Inc.  He brings
his knowledge and talents of the private sector having been a multi-unit media
manager and developer and as management design for over 15
years.






-8-





Li
Jiansheng, Secretary and Director





Mr. Li is
our Secretary and Director also serves as the General Executive Manager and Vice
General Manager of Yunnan Zhongsen Commercial Forest Plantation Group
Inc.  He is a professional manager who is not only skilled at human
resources management but also skilled at corporation structure management. From
October of 1990 until January of 1996 he worked for the Forum Hotel
Shenzhen.  From February of 2001 until July of 2005 he worked for Kai
Wah Plaza International Hotel Kunming as Resident General Manager. From August,
2005 to August, 2007 he worked at the Banyan Tree Ringha and the Banyan Tree
Lijiang as Area Director of Human Resources for Yunnan, China & Interim
Hotel Manager of BT Ringha. His knowledge and talent combined with his
commitment to teamwork will contribute to our long term growth.





Binquan
Zhang, Chief Financial Officer





Binquan
Zhang received his post-graduate education in the Chinese Academy of Social
Sciences and majored in Economics. Mr. Zhang serves as Chief Financial Officer
of Zhong Sen International Tea Company. He is a certified public accountant with
various work experience which includes his services as Chief Financial Officer
in ZSIT effective as of October 15, 2008.  As early as 1987, he
started his work on accounting in Yunnan Tin Group.  From 1987 to
1990, he worked as an Officer in the management department in Yunnan Tin Group
and was mainly responsible for resources arrangement and financial affairs. From
December of 1990 to the December of 1997, he was engaged as Financial
Director, Financial Controller, as well as Chief Financial Officer in Yunnan at
AiPhia Solder Corporation Ltd, a Sino-US joint venture company that specializes
in the production of silver-based solder, solder copper, tin-lead solder.
lead-free solder and flux in professional production.  From 2001 to
now, he was engaged as Chief Financial Officer of Kunming Pantong Co., Ltd
, a company with registered capital of 200,000,000 RMB and specialized in real
estate.  In addition, he is also skilled in information technology and
passed national computer rank examinations for the senior technician’s
teams.


None of
the officers or directors have any material plan, contract or arrangement to
which an officer or director is a party or in which he or she participates that
is entered into in connection with the triggering event or any grant or award to
any such covered person under any such plan, contract or arrangement in
connection with any such event.








-9-




None of
our Officers and/or Directors have filed any bankruptcy petition, been convicted
of or been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.





Audit
Committee





We do not
have a standing audit committee of the Board of Directors.  Management
has determined not to establish an audit committee at present because of our
limited resources and limited operating activities do not warrant the formation
of an audit committee or the expense of doing so.  We do not have a
financial expert serving on the Board of Directors or employed as an officer
based on management’s belief that the cost of obtaining the services of a person
who meets the criteria for a financial expert under Item 401(e) of Regulation
S-B is beyond its limited financial resources and the financial skills of such
an expert are simply not required or necessary for us to maintain effective
internal controls and procedures for financial reporting in light of the limited
scope and simplicity of accounting issues raised in its financial statements at
this stage of its development.





Involvement in Certain Legal
Proceedings





To our
knowledge, during the past five (5) years, none of our directors, executive
officers, promoters, control persons, or nominees has been:




§
            the
      subject of any 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;




§
            convicted
      in a criminal proceeding or is subject to a pending criminal proceeding
      (excluding traffic violations and other minor
  offenses);




§
            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;
      or




§
            found
      by a court of competent jurisdiction (in a civil action), the Commission
      or the Commodity Futures Trading Commission to have violated a federal or
      state securities or commodities
law.





Auditors;
Code of Ethics; Financial Expert





We do not
have an audit committee financial expert. We do not have an audit committee
financial expert because we believe the cost related to retaining a financial
expert at this time is prohibitive. Furthermore, because we are only beginning
our commercial operations, at the present time, we believe the services of a
financial expert are
not warranted.  We have
adopted a Code of Ethics applicable to our Chief Executive Officer and Chief
Financial Officer. This Code of Ethics is filed herewith as an
exhibit.




Potential
Conflicts of Interest





We are
not aware of any current or potential conflicts of interest with any of our
executives or directors.





ITEM 11.   EXECUTIVE COMPENSATION





Compensation of Executive
Officers





Our
officers and directors do not receive compensation for services rendered to
us, and are not accruing any compensation pursuant to any agreement with us.
However, our officers and directors anticipate receiving benefits as beneficial
shareholders of us and, possibly, in other ways.  Additionally, we
have imputed $6,500 in officers’ compensation for the services rendered to us
for the year ended May 31, 2009.


-10-




SUMMARY
COMPENSATION TABLE




Name
      and
                  Principal
                  Position
              Year
              
              Salary
                ($)
              
              Bonus
                ($)
              
              Stock
      Awards
                ($)
              
              Option
      Awards
                ($)
              
              Non-Equity
      Incentive Plan Compensation
                ($)
              
              Non-Qualified
      Deferred Compensation Earnings
                ($)
              
              All
      Other Compensation
                ($)
              
              Totals
                ($)Wang
      Li
              2009
              
              
              $
      1,000
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              $
      1,000President
      and
              2008
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0ChairmanJun
      Zou
              2009
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0Director
              2008
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0Nie
      Pin (1)
              2009
              
              
              $
      1,000
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              $
      1,000Chief
      Operating
              2008
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0Officer,
      Chief Executive Officer and DirectorJiansheng
      Li
              2009
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0Secretary
      and
              2008
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0DirectorBinquan
      Zhang (2)
              2009
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0Chief
      Financial
              2008
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0Officer




Note (1):
Effective October 15, 2008 Mr. Nie Pin was appointed to the additional position
of Chief Executive Officer.  Prior to October 15, 2008, Mr. Nie served
as the Chief Operating Officer and as a Director of the Company





Note (2):
Effective October 15, 2008, Mr. Xiaokun Li resigned as the Chief Financial
Officer of the Company. The resignation was not the result of any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices. Effective October 15, 2008, Mr. Binquan
Zhang was hired to fill the position of Chief Financial
Officer.





Option Grants Table.There
were no individual grants of stock options to purchase our common stock made to
the executive officers named in the Summary Compensation Table through May 31,
2009.


Aggregated Option Exercises and
Fiscal Year-End Option Value Table.There were no stock options exercised
during period ending May 31, 2009 by the executive officer named in the Summary
Compensation Table.





Long-Term Incentive Plan (‘LTIP’)
Awards Table.There were no awards made to a named executive officer in
the last completed fiscal year under any LTIP.





Compensation of
Directors





Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.




Name
      and
                Principal
                Position
              Year
              
              Salary
                ($)
              
              Bonus
                ($)
              
              Stock
      Awards
                ($)
              
              Option
      Awards
                ($)
              
              Non-Equity
      Incentive Plan Compensation
                ($)
              
              Non-Qualified
      Deferred Compensation Earnings
                ($)
              
              All
      Other Compensation
                ($)
              
              Totals
                ($)Wang
      Li
              2009
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0President
      and
              2008
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0ChairmanZhongping
      Zhou
              2009
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0Director
              2008
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0Jun
      Zou
              2009
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0Director
              2008
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0Nie
      Pin (1)
              2009
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0Chief
      Operating
              2008
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0Officer,
      Chief Executive Officer and DirectorJiansheng
      Li
              2009
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0Secretary
      and
              2008
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0Director




-11-




Employment
Agreements





We do not
have any employment agreements with our officers or directors
currently.




Term of
Office
  Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
 
 All
officers and directors listed above will remain in office until the next annual
meeting of our stockholders, and until their successors have been duly elected
and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of
Directors and each Executive Officer serves at the discretion of our Board of
Directors. We do not have any standing committees. Our Board of Directors may in
the future determine to pay Directors’ fees and reimburse Directors for expenses
related to their activities.


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT





The
following table sets forth certain information regarding the ownership of our
capital stock, as of July 23, 2009, for: (i) each director; (ii) each person who
is known to us to be the beneficial owner of more than 5%of our outstanding
common stock; (iii) each of our executive officers named in the Summary
Compensation Table; and (iv) all of our current executive officers and directors
of as a group. Except as otherwise indicated in the footnotes, all information
with respect to share ownership and voting and investment power has been
furnished to us by the persons listed. Except as otherwise indicated in the
footnotes, each person listed has sole voting power with respect to the shares
shown as beneficially owned.


Title
      of Class
            Name
      and Address
              of
      Beneficial Owner
            Amount
      and Nature
              of
      Beneficial Owner
            Percent
      of
              Class
      (1)Common
      Stock
            Wang
      Li
              No.145
      Wenlin Street
              Wuhua
      District
              Kunming,
      Yunnan 650000
              China
            6,705,675
            11.03%Common
      Stock
            Zhongping
      Zhou
              Nanhuan
      Road
              Jingzhou
      Disrict
              Jingzhou,Hubei
      434100
              China
            30,000
            0.05%Common
      Stock
            Nie
      Pin (1)
              No.4,Unit#
      4
              No.96
      Taoyuan Street
              West
      District
              Panzhihua,
      Sichuan 617000
              China
            130,000
            0.21%Common
      Stock
            Jun
      Zou
              No.172,Jinbi
      Road
              Wuhua
      District
              Kunming,
      Yunnan 650000
              China
            10,000
            0.02%Common
      Stock
            Jiansheng
      Li
              No.96
      Xierfang,Baishizhou,Shahe
              Nanshan
      District
              Shenzhen,
      Guangdong
      518000
              China
            40,000
            0.07%Common
      Stock
            All
      officers and directors as a group (5 persons)
            6,915,675
            11.38%




Note (1):
Effective October 15, 2008 Mr. Nie Pin was appointed to the additional position
of Chief Executive Officer.  Prior to October 15, 2008, Mr. Nie served
as the Chief Operating Officer and as a Director of the Company




Based on
60,000,000 shares of our common stock issued and outstanding as of July 23,
2009.





Securities
authorized for issuance under equity compensation plans.





We have
no equity compensation plans.





ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE




We
currently use the offices of management at no cost to us. Management has
agreed to continue this arrangement until we complete an acquisition or
merger.




-12-




In
August, 2008, we entered into a related party Sales and Marketing Agreement with
Yunnan Zhongsen Group, Ltd (YZG) , a related party company located in Kunming,
China, to provide sales and marketing consulting services for YZG’s tea and tea
related business lines.  The Company and YZG are related due to
partial common ownership among the officers and directors.
 
 During
the year ended May 31, 2009 we recorded imputed compensation of $6,500 for the
services contributed by issued our President and our CFO
  On
October 1, 2008, we borrowed $100,000 from an officer and
director.  Interest accrues at 2% per year, and expires on December
31, 2008. On December 31, 2008 the officer and director converted the note and
accrued interest of $499 into 100,000 shares of common stock at a price of
$1.00499 per share.
  ITEM
14.   PRINCIPAL ACCOUNTING FEES AND SERVICES
 
 Audit
Fees
  For our
fiscal year ended May 31, 2009, we were billed approximately $14,000 for
professional services rendered for the audit and reviews of our financial
statements. For our fiscal year ended May 31, 2008, we were billed approximately
$ 6,600 for professional services rendered for the audit and reviews
of our financial statements.


Audit Related
Fees




For our
fiscal years ended May 31, 2009 and 2008 we did not incur any audit related
fees.




Tax Fees




For our
fiscal years ended May 31, 2009 and 2008, we were billed $0 and $0,
respectively for professional services rendered for tax compliance, tax advice,
and tax planning.


All Other
Fees




The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended May 31, 2009 and
2008.





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.





Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement be:





-
            approved
      by our audit committee; or





-
            entered
      into pursuant to pre-approval policies and procedures established by the
      audit committee, provided the policies and procedures are detailed as to
      the particular  service,  the  audit
      committee is informed of each service, and such policies and procedures do
      not include delegation of the audit committee's responsibilities to
      management.





We do not
have an audit committee.  Our entire board of directors pre-approves
all services provided by our independent auditors. The pre-approval process has
just been implemented in response to the new rules. Therefore, our board of
directors does  not  have  records
of  what percentage of the above fees were
pre-approved.  However, all of the above services and fees were
reviewed and approved by the entire board of directors either before or after
the respective services were rendered.






-13-









PART
IV





ITEM 15.   EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.




a)
Documents filed as part of this Annual Report




1.
Financial Statements




2.
Financial Statement Schedules




3.
Exhibits




Exhibit No.
                Title
      of Document14.1
                Code
      of Ethics31.1
                Rule
      13a-14(a)/ 15d-14(a) Certification of Chief Executive
    Officer31.2
                Rule
      13a-14(a)/ 15d-14(a) Certification of Chief Financial
    Officer32.1
                Section
      1350 Certification of Chief Executive Officer32.2
                Section
      1350 Certification of Chief Financial
Officer









-14-







SIGNATURES





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




Zhong
      Sen International Tea CompanyDate: 
      July
      23, 2009
            By:
            /s/
      Wang LiWang
      LiChairman
      of the Board of Directors,
              PresidentDate:
      July 23, 2009
            By:
            /s/
      Nie PinNie
      PinChief
      Executive Officer,
              Chief
      Operating OfficerDate:
      July 23, 2009
            By:
            /s/
      Binquan ZhangBinquan
      ZhangChief
      Financial Officer, Principal Accounting Officer





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




Name
            
            Title
            
            Date/s/Wang Li
            
            Chairman
      of the Board of Directors,
            
            July
      23, 2009Wang
      Li
            
            President/s/Nie Pin
            
            Chief
      Executive Officer
            
            July
      23, 2009Nie
      Pin
            
            Chief
      Operating Officer/s/Binquan
      Zhang
            
            Chief
      Financial Officer
            
            July
      23, 2009Binquan
      Zhang
            
            Principal
      Accounting Officer










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