---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A AMENDMENT NO. 1

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

For the fiscal year ended: March 31, 2009

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 or
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission File Number: 001-34440

CHINA NUTRIFRUIT GROUP LIMITED(Exact name of registrant as specified in its charter)

|Nevada                          | 87-0395695                             
|------------------------------- | ---------------------------------------
|(State or other jurisdiction of | (I.R.S. Employer Identification Number)
|incorporation or organization)  |                                        

5th Floor, Chuangye Building, Chuangye Plaza Industrial
Zone 3, Daqing Hi-Tech Industrial Development Zone Daqing, Heilongjiang
China 163316(Address of principal executive office and zip code)

(86) 459-8972870(Registrants telephone number,
including area code)

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

|Title of each class | Name of each exchange on which
      registered
|------------------- | -----------------------------------------------
|None                | None                                           

Securities registered pursuant to Section 12(g) of the Exchange
Act: Common Stock, par value $0.01 per share

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ 
 ] 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 [ 
 ] 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 [   ]

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

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

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of large accelerated filer, accelerated filer, and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):

|Large accelerated filer [   ] | Accelerated filer [   ] | Non-accelerated filer [ ] | 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 [   ]  No [X]

As of September 30, 2008 (the last business day of the
registrants most recently completed second fiscal quarter), the aggregate
market value of the shares of the Registrants common stock held by
non-affiliates (based upon the closing price of such shares as quoted on the
Electronic Bulletin Board maintained by the Financial Industry Regulatory
Authority) was approximately $11.7 million. Shares of the Registrants common
stock held by each executive officer and director and each by each person who
owns 10 percent or more of the outstanding common stock have been excluded in
that such persons may be deemed to be affiliates of the Registrant. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.

There were a total of 36,125,754 shares of the registrants
common stock outstanding as of June 25, 2009.

DOCUMENTS INCORPORATED BY REFERENCE:

None.

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EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K for the
year ended March 31, 2009 of China Nutrifruit Group Limited (the Company) is
filed in response to comments by the Staff of the Securities and Exchange
Commission (the SEC) in connection with their review of the Companys Annual
Report on Form 10-K for the fiscal year ended March 31, 2009 filed with the SEC
on June 30, 2009 (the Original Filing).

This Form 10-K/A revises note 10 to the financial statements to
amend and expand certain discussions regarding the income tax.

For purposes of this Form 10-K/A, and in accordance with Rule
12b-15 under the Securities Exchange Act of 1934, as amended, each item of the
Original Filing, that was affected by the changes has been amended and restated
in its entirety. Unless otherwise indicated, this report speaks only as of the
date of the Original Filing. No attempt has been made in this Form 10-K/A to
update other disclosures presented in the Original Filing. This Form 10-K/A does
not reflect events occurring after the date of the Original Filing or modify or
update those disclosures, including the exhibits to Original Filing affected by
subsequent events; however, this Form 10-K/A includes as exhibits 31.1, 31.2,
32.1 and 32.2 new certifications by the Companys Chief Executive Officer and
Chief Financial Officer.

---

CHINA NUTRIFRUIT GROUP LIMITED AND SUBSIDIARIES
(FORMERLY KNOWN AS FASHION TECH INTERNATIONAL LIMITED)

CONSOLIDATED FINANCIAL STATEMENTS

AS OF MARCH 31, 2009 AND 2008FOR THE YEARS ENDED
MARCH 31, 2009 AND 2008



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of China Nutrifruit
Group Limited (Formerly known as Fashion Tech International Limited)

We have audited the accompanying consolidated balance sheets of
China Nutrifruit Group Limited (formerly known as Fashion Tech International
Limited) and subsidiaries (the Company) as of March 31, 2009 and 2008, and the
related consolidated statements of income, shareholders equity and
comprehensive income, cash flows for each of the years in the two-year period
ended March 31, 2009. These consolidated financial statements are the
responsibility of the Companys management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of their
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by the 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 consolidated financial statements referred
to above present fairly, in all material respects, the financial position of the
Company as of March 31, 2009 and 2008, and the results of their operations and
their cash flows for each of the years in the two-year period ended March 31,
2009, in conformity with accounting principles generally accepted in the United
States of America.

/s/ HLB Hodgson Impey Cheng Chartered Accountants
Certified Public Accountants

Hong Kong June 30, 2009, except for note 10 which is dated
as of June 29, 2010



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CHINA NUTRIFRUIT GROUP LIMITED AND
SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS AS OF MARCH 31,

|                                                                   |   |            |  |   |            |  
|------------------------------------------------------------------ | - | ---------- |  | - | ---------- | -
|                                                                   |   | 2009       |  |   | 2008       |  
|                                                                   |   |            |  |   |            |  
|ASSETS                                                             |   |            |  |   |            |  
|Current assets:                                                    |   |            |  |   |            |  
|Cash and cash equivalents                                          | $ | 4,768,542  |  | $ | 7,104,849  |  
|Trade receivables, net of allowance                                |   | 11,423,996 |  |   | 1,921,457  |  
|Inventory, net                                                     |   | 3,692,892  |  |   | 1,955,725  |  
|Other current assets                                               |   | 481,679    |  |   | 114,865    |  
|Total current assets                                               |   | 20,367,109 |  |   | 11,096,896 |  
|Property and equipment, net                                        |   | 16,614,930 |  |   | 7,173,523  |  
|Deferred tax assets                                                |   | 1,406,814  |  |   | 875,555    |  
|Land use rights, net                                               |   | 189,303    |  |   | 318,120    |  
|TOTAL ASSETS                                                       | $ | 38,578,156 |  | $ | 19,464,094 |  
|                                                                   |   |            |  |   |            |  
|LIABILITIES AND SHAREHOLDERS EQUITY                               |   |            |  |   |            |  
|Current liabilities:                                               |   |            |  |   |            |  
|Short-term borrowings                                              | $ | -          |  | $ | 2,848,110  |  
|Other payables and accrued expenses                                |   | 2,675,983  |  |   | 494,278    |  
|Consideration payable                                              |   | -          |  |   | 5,353,755  |  
|Trade payables                                                     |   | 260,322    |  |   | 159,078    |  
|Income taxes payable                                               |   | 1,416,835  |  |   | 607,680    |  
|Amount due to an affiliate                                         |   | -          |  |   | 57,219     |  
|Total current liabilities                                          |   | 4,353,140  |  |   | 9,520,120  |  
|Non-current liabilities:                                           |   |            |  |   |            |  
|Amounts due to shareholders                                        |   | 7,407,748  |  |   | -          |  
|TOTAL LIABILITIES                                                  |   | 11,760,888 |  |   | 9,520,120  |  
|                                                                   |   |            |  |   |            |  
|Minority interests                                                 |   | -          |  |   | 4,039,286  |  
|                                                                   |   |            |  |   |            |  
|Commitments and Contingencies                                      |   |            |  |   |            |  
|                                                                   |   |            |  |   |            |  
|Shareholders' equity                                               |   |            |  |   |            |  
|Preferred stock                                                    |   |            |  |   |            |  
|Authorized: 5,000,000 shares, par value $0.001                     |   |            |  |   |            |  
|None issued and outstanding                                        |   | -          |  |   | -          |  
|Common stock                                                       |   |            |  |   |            |  
|Authorized: 120,000,000 shares, par value
      $0.001             |   |            |  |   |            |  
|Issued and outstanding: 36,125,754 shares at
      March 31, 2009; |   |            |  |   |            |  
|(30,166,878 shares at March 31, 2008)                              |   | 36,126     |  |   | 30,167     |  
|Additional paid-in-capital (deficit)                               |   | 16,746,971 |  |   | (29,167    | )
|Statutory reserves  restricted                                    |   | 2,873,880  |  |   | 1,713,065  |  
|Accumulated other comprehensive income                             |   | 425,675    |  |   | 812,312    |  
|Retained earnings                                                  |   | 6,734,616  |  |   | 3,378,311  |  
|TOTAL SHAREHOLDERS EQUITY                                         |   | 26,817,268 |  |   | 5,904,688  |  
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY                         | $ | 38,578,156 |  | $ | 19,464,094 |  

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

---

CHINA NUTRIFRUIT GROUP LIMITED AND
SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED
MARCH 31,

|                                                                                                                |   |             |   |   |            |  
|--------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ---------- | -
|                                                                                                                |   | 2009        |   |   | 2008       |  
|Net sales                                                                                                       | $ | 56,418,837  |   | $ | 13,527,015 |  
|Cost of sales                                                                                                   |   | (31,777,733 | ) |   | (7,499,879 | )
|Gross profit                                                                                                    |   | 24,641,104  |   |   | 6,027,136  |  
|Selling expenses                                                                                                |   | (2,929,881  | ) |   | (859,995   | )
|General and administrative expenses
      (including non-cash stock compensation expense of $9,519,317 in 2009) |   | (12,408,747 | ) |   | (535,105   | )
|Operating earnings                                                                                              |   | 9,302,476   |   |   | 4,632,036  |  
|Other income (expenses)                                                                                         |   |             |   |   |            |  
|Interest expense                                                                                                |   | (480,201    | ) |   | (250,985   | )
|Other income                                                                                                    |   | 31,730      |   |   | 30,569     |  
|Total other income (expenses)                                                                                   |   | (448,471    | ) |   | (220,416   | )
|Earnings before minority interests and
      income taxes                                                       |   | 8,854,005   |   |   | 4,411,620  |  
|Provision for income taxes                                                                                      |   | (4,127,577  | ) |   | (7,384     | )
|Earnings before minority interests                                                                              |   | 4,726,428   |   |   | 4,404,236  |  
|Minority interests                                                                                              |   | (209,308    | ) |   | (895,780   | )
|Net earnings                                                                                                    |   | 4,517,120   |   |   | 3,508,456  |  
|Other comprehensive income                                                                                      |   |             |   |   |            |  
|Foreign currency translation                                                                                    |   | (386,637    | ) |   | 697,712    |  
|Comprehensive income                                                                                            | $ | 4,130,483   |   | $ | 4,206,168  |  
|Earnings per share                                                                                              |   |             |   |   |            |  
|Basic                                                                                                           | $ | 0.1351      |   | $ | 0.1163     |  
|Diluted                                                                                                         | $ | 0.1350      |   | $ | 0.1163     |  
|Weighted average number of common stock outstanding                                                             |   |             |   |   |            |  
|Basic                                                                                                           |   | 33,431,434  |   |   | 30,166,878 |  
|Diluted                                                                                                         |   | 33,451,676  |   |   | 30,166,878 |  

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

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CHINA NUTRIFRUIT GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS)


|                                                                  |  |                     |  |   |              |  |  |            |  |   |          |  |   |            |   |   |            |  |   |            |   |   |               |   |   |               |  
|----------------------------------------------------------------- |  | ------------------- |  | - | ------------ |  |  | ---------- |  | - | -------- |  | - | ---------- | - | - | ---------- |  | - | ---------- | - | - | ------------- | - | - | ------------- | -
|                                                                  |  |                     |  |   |              |  |  |            |  |   |          |  |   |            |   |   | Statutory  |  |   |            |   |   | Accumulated   |   |   |               |  
|                                                                  |  | **Preferred stock** |  |   | Common stock |  |  | Additional |  |   | Reserves |  |   |            |   |   | other      |  |   | Total      |  
|                                                                  |  |                     |  |   |              |  |  |            |  |   |          |  |   | paid-in    |   |   | -          |  |   | Retained   |   |   | comprehensive |   |   | shareholders |  
|                                                                  |  | **Shares**          |  |   | Amount       |  |  | Shares     |  |   | Amount   |  |   | capital    |   |   | restricted |  |   | earnings   |   |   | income        |   |   | equity        |  
|                                                                  |  |                     |  |   |              |  |  |            |  |   |          |  |   |            |   |   |            |  |   |            |   |   |               |   |   |               |  
|Balance at April 1, 2007                                          |  | -                   |  | $ | -            |  |  | 30,166,878 |  | $ | 30,167   |  | $ | (29,167    | ) | $ | -          |  | $ | -          |   | $ | -             |   | $ | 1,000         |  
|Acquisition of a subsidiary                                       |  | -                   |  |   | -            |  |  | -          |  |   | -        |  |   | -          |   |   | 1,539,538  |  |   | -          |   |   | 114,600       |   |   | 1,654,138     |  
|Minority interests share
      of statutory reserves             |  | -                   |  |   | -            |  |  | -          |  |   | -        |  |   | -          |   |   | 43,382     |  |   | -          |   |   | -             |   |   | 43,382        |  
|Transfer to reserve                                               |  | -                   |  |   | -            |  |  | -          |  |   | -        |  |   | -          |   |   | 130,145    |  |   | (130,145   | ) |   | -             |   |   | -             |  
|Net earnings                                                      |  | -                   |  |   | -            |  |  | -          |  |   | -        |  |   | -          |   |   | -          |  |   | 3,508,456  |   |   | -             |   |   | 3,508,456     |  
|Other comprehensive income:                                       |  |                     |  |   |              |  |  |            |  |   |          |  |   |            |   |   |            |  |   |            |   |   |               |   |   |               |  
|Translation adjustments                                           |  | -                   |  |   | -            |  |  | -          |  |   | -        |  |   | -          |   |   | -          |  |   | -          |   |   | 697,712       |   |   | 697,712       |  
|                                                                  |  |                     |  |   |              |  |  |            |  |   |          |  |   |            |   |   |            |  |   |            |   |   |               |   |   |               |  
|Balance at March 31, 2008                                         |  | -                   |  |   | -            |  |  | 30,166,878 |  |   | 30,167   |  |   | (29,167    | ) |   | 1,713,065  |  |   | 3,378,311  |   |   | 812,312       |   |   | 5,904,688     |  
|Effect of reverse acquisition                                     |  |                     |  |   |              |  |  |            |  |   |          |  |   |            |   |   |            |  |   |            |   |   |               |   |   |               |  
|                                                                  |  |                     |  |   |              |  |  |            |  |   |          |  |   |            |   |   |            |  |   |            |   |   |               |   |   |               |  
|Recapitalization                                                  |  | -                   |  |   | -            |  |  | 2,873,036  |  |   | 2,873    |  |   | (24,378    | ) |   | -          |  |   | -          |   |   | -             |   |   | (21,505       | )
|Share issued in private
      placement at $2.78 per share        |  | -                   |  |   | -            |  |  | 3,085,840  |  |   | 3,086    |  |   | 8,575,620  |   |   | -          |  |   | -          |   |   | -             |   |   | 8,578,706     |  
|Cost of raising capital                                           |  | -                   |  |   | -            |  |  | -          |  |   | -        |  |   | (1,294,421 | ) |   | -          |  |   | -          |   |   | -             |   |   | (1,294,421    | )
|Stock compensation expenses related to Make Good Escrow Agreement |  | -                   |  |   | -            |  |  | -          |  |   | -        |  |   | 9,519,317  |   |   | -          |  |   | -          |   |   | -             |   |   | 9,519,317     |  
|Transfer to reserve                                               |  | -                   |  |   | -            |  |  | -          |  |   | -        |  |   | -          |   |   | 1,160,815  |  |   | (1,160,815 | ) |   | -             |   |   | -             |  
|Net earnings                                                      |  | -                   |  |   | -            |  |  | -          |  |   | -        |  |   | -          |   |   | -          |  |   | 4,517,120  |   |   | -             |   |   | 4,517,120     |  
|Other comprehensive income:                                       |  |                     |  |   |              |  |  |            |  |   |          |  |   |            |   |   |            |  |   |            |   |   |               |   |   |               |  
|Translation adjustments                                           |  | -                   |  |   | -            |  |  | -          |  |   | -        |  |   | -          |   |   | -          |  |   | -          |   |   | (386,637      | ) |   | (386,637      | )
|                                                                  |  |                     |  |   |              |  |  |            |  |   |          |  |   |            |   |   |            |  |   |            |   |   |               |   |   |               |  
|Balance at March 31, 2009                                         |  | -                   |  | $ | -            |  |  | 36,125,754 |  | $ | 36,126   |  | $ | 16,746,971 |   | $ | 2,873,880  |  | $ | 6,734,616  |   | $ | 425,675       |   | $ | 26,817,268    |  

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

---

CHINA NUTRIFRUIT GROUP LIMITED AND
SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED
MARCH 31,


|                                                                                         |   |             |   |   |            |  
|---------------------------------------------------------------------------------------- | - | ----------- | - | - | ---------- | -
|                                                                                         |   | 2009        |   |   | 2008       |  
|Cash flows from operating
      activities:                                              |   |             |   |   |            |  
|Net earnings                                                                             | $ | 4,517,120   |   | $ | 3,508,456  |  
|Adjustments to reconcile net earnings to
      net cash provided by operating activities |   |             |   |   |            |  
|Minority interests                                                                       |   | 209,308     |   |   | 927,493    |  
|Depreciation and amortization                                                            |   | 1,049,739   |   |   | 207,836    |  
|Loss on disposal of
      property and equipment                                         |   | 289         |   |   | -          |  
|Benefit
      for deferred income taxes                                                  |   | (531,259    | ) |   | (875,555   | )
|Stock compensation cost                                                                  |   | 9,519,317   |   |   | -          |  
|Changes in operating assets and
      liabilities:                                       |   |             |   |   |            |  
|Trade receivables                                                                        |   | (9,404,994  | ) |   | 5,271,640  |  
|Inventories                                                                              |   | (1,678,154  | ) |   | 4,088,234  |  
|Other current assets                                                                     |   | (364,374    | ) |   | 624,997    |  
|Trade
      payables                                                                     |   | 94,590      |   |   | (603,475   | )
|Amount due to an
      affiliate                                                         |   | (59,169     | ) |   | -          |  
|Other
      payables and accrued expenses                                                |   | 2,159,113   |   |   | (4,437,157 | )
|Income taxes payable                                                                     |   | 789,452     |   |   | 388,569    |  
|Net cash provided by operating activities                                                |   | 6,300,978   |   |   | 9,101,038  |  
|                                                                                         |   |             |   |   |            |  
|Cash flows from investing
      activities:                                              |   |             |   |   |            |  
|Cash (outflow)/inflow from acquisition of subsidiaries                                   |   | (6,836,284  | ) |   | 423,566    |  
|Purchases of property and equipment                                                      |   | (13,123,980 | ) |   | -          |  
|Proceeds from disposal of property and equipment                                         |   | 3,924       |   |   | -          |  
|Net cash (used in)/provided by investing
      activities                                |   | (19,956,340 | ) |   | 423,566    |  
|                                                                                         |   |             |   |   |            |  
|Cash flows from financing
      activities:                                              |   |             |   |   |            |  
|Proceeds from borrowings                                                                 |   | 7,266,893   |   |   | -          |  
|Repayment of borrowings                                                                  |   | (10,173,650 | ) |   | (3,232,067 | )
|Amounts due to shareholders                                                              |   | 7,370,153   |   |   | -          |  
|Proceeds from private placement                                                          |   | 8,578,706   |   |   | -          |  
|Cost of raising capital                                                                  |   | (1,294,421  | ) |   | -          |  
|Net cash provided by (used in) financing
      activities                                |   | 11,747,681  |   |   | (3,232,067 | )
|                                                                                         |   |             |   |   |            |  
|Effect of exchange rate on cash and cash
      equivalents                               |   | (428,626    | ) |   | 812,312    |  
|                                                                                         |   |             |   |   |            |  
|(Decrease) increase in cash and cash
      equivalents                                   |   | (2,336,307  | ) |   | 7,104,849  |  
|                                                                                         |   |             |   |   |            |  
|Cash and cash equivalents at beginning of
      year                                     |   | 7,104,849   |   |   | -          |  
|                                                                                         |   |             |   |   |            |  
|Cash and cash equivalents at end of year                                                 | $ | 4,768,542   |   | $ | 7,104,849  |  
|                                                                                         |   |             |   |   |            |  
|Supplemental disclosure of cash flows
      information:                                 |   |             |   |   |            |  
|Cash paid for:                                                                           |   |             |   |   |            |  
|Interest                                                                                 | $ | 450,236     |   | $ | 250,985    |  
|Income taxes                                                                             | $ | 3,893,159   |   | $ | 275,259    |  
|                                                                                         |   |             |   |   |            |  
|Supplemental disclosure of non-cash information:                                         |   |             |   |   |            |  
|Issuance of warrant                                                                      | $ | 331,357     |   | $ | -          |  
|Stock compensation cost                                                                  | $ | 9,519,317   |   | $ | -          |  

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

---

CHINA NUTRIFRUIT GROUP LIMITED AND
SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1. NATURE OF BUSINESS

Nature of Business

China Nutrifruit Group Limited, formerly known as Fashion Tech
International, Inc., (the Company) was originally incorporated in the state of
Utah on April 22, 1983 and changed its domicile from Utah to Nevada in April
1999. The Company was not engaged in any business activities and had no
meaningful operations, income producing assets or significant operating capital
since at least 1989 until it acquired Fezdale Investments Limited (Fezdale) on
August 14, 2008.

On August 14, 2008, the Company acquired all of the equity
interests of Fezdale, a British Virgin Islands corporation, through a share
exchange transaction (the Share Exchange Transaction), with the result that
the shareholders of Fezdale became the beneficial owners of approximately 83.5%
of the Companys common stock. As a result of such Share Exchange Transaction,
Fezdale became a wholly-owned subsidiary of the Company and the former
shareholders of Fezdale became the Companys controlling shareholders.
Accordingly, all references to shares of Fezdales ordinary shares have been
restated to reflect the equivalent numbers of the common stock of China
Nutrifruit Group Limited.

The share exchange resulted in Fezdales former shareholder
obtaining a majority voting interest in the Company. Accounting principles
generally accepted in the United States of America (US GAAP) require that a
company whose shareholders retain the majority interest in a combined business
be treated as the acquirer for accounting purposes. As a result, in the Share
Exchange Transaction, Fezdale is treated as the accounting acquirer and China
Nutrifruit Group Limited is treated as the acquired party for accounting
purpose. Accordingly, the Share Exchange Transaction has been accounted for a
recapitalization of the Company. The equity section of the accompanying
financial statements have been restated to reflect the recapitalization of the
Company due to the Share Exchange Transaction as of the first day of the first
period presented. The assets and liabilities acquired that, for accounting
purposes, were deemed to have been acquired by Fezdale were not significant.

Also, on August 14, 2008, the Companys majority shareholder,
Yiu Fai Kung (Mr. Kung), entered into escrow agreements with the private
placement investors and HFG International, Limited (HFG). Mr. Kung will
deliver a certain number of shares of the Companys common stock owned by him to
the investors and HFG pro-rata in accordance with their respective investment
amount for no additional consideration if:

|(i) | The after tax net income for the fiscal year ending on
      March 31, 2009 is less than $13,919,707 and fiscal year ending on March
      31, 2010 is less than $18,495,315; and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The return to Mr. Kung of any of the make good shares placed in
escrow by him is considered to be a separate compensatory arrangement because
Mr. Kung is a director of the Companys subsidiary Fezdale. Accordingly, if any
of the required earnings targets are met and shares are returned to Mr. Kung,
the Company will recognize a non-cash compensation cost at that time equal to
the then fair value of the shares returned (up to a total of 5,599,598 shares).
For the year ended March 31, 2009, the earnings target for 2009 of net income of
$13,955,178 (before any charges related to the release of any shares from
escrow) was met. Accordingly, the Company has recorded a non-cash charge to
compensation cost of $9,519,316.6 in the fourth quarter of 2009 related to the
release from escrow to Mr. Kung of 2,799,799 shares.

The Company amended its articles of incorporation on August 14,
2008 and changed its name into China Nutrifruit Group Limited.

On October 10, 2008, the Company completed a private placement
financing with certain investors (the Financing). Pursuant to the terms of the
securities purchase agreement, the Company sold 3,085,840 shares of the
Companys common stock at the price of $2.78 per share and received a gross
proceed of $8,578,705.73.

8

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Fezdale Investments Limited

Fezdale is a private limited liability company incorporated in
British Virgin Island on August 22, 2007.

In November 2007, Solar Sun Holdings Limited (Solar Sun), a
subsidiary of Fezdale, entered in a share purchase agreement with six owners of
Daqing Longheda Food Company Limited (Longheda) under which the six owners of
Longheda agreed to transfer an aggregate of 75% equity interests in Longheda to
Solar Sun for a total consideration of RMB40,000,000. In May 2008, the six
founders of Longheda transferred the remaining 25% equity interests in Longheda
to Solar Sun. After the transfer, Longheda became the wholly owned subsidiary of
Solar Sun (note 4).

Solar Sun Holdings Limited

Solar Sun is a private limited liability company incorporated
in Hong Kong on September 12, 2007. Solar Sun is a holding company and has no
assets or operations other than its ownership of Longheda.

Daqing Longheda Food Company Limited

Longheda was incorporated in Heilongjiang province of Peoples
Republic of China in June 2004. Longheda manufactures and sells a variety of
food products processed from specialty premium fruits that grow in Northeast
China. Currently, Longheda processes 4 types of premium specialty fruits,
including golden berry, crab apple, blueberry and raspberry, and sells fresh
fruits. Longheda currently has four types of fruit based products, including
fruit concentrate, nectar, glazed fruits and fruit beverage. Longheda sells its
products through an extensive sales and distribution network covering 19
provinces and 43 cities. The fresh fruits are mainly sold to fruit supermarkets
and stores while the processed fruit products are mainly sold to manufacturers
for further processing into fruit juice and other fruit related products.

NOTE 2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

Basis of presentation

The consolidated financial statements include the accounts of
China Nutrifruit Group Limited and its subsidiaries (the Group). The
consolidated financial statements have been prepared in accordance with the US
GAAP. The consolidated financial statements of the Group include the accounts of
China Nutrifruit Group Limited, Fezdale Investments Limited, Solar Sun Holdings
Limited and Daqing Longheda Food Company Limited after the date of acquisition.
All significant intercompany transactions and balances have been eliminated.

Use of estimates

The preparation of the consolidated financial statements in
conformity with US GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of
contingent liabilities at the date of the financial statements, and the reported
amounts of revenue and expenses during the reporting period. Actual results
could differ from these estimates.

Segment information

The Group identifies and classifies its operating segment based
on the nature of the products with similar economic characteristics. No segment
information is provided as the Group only has one business and geographical
segment. The Groups reportable segment is the manufacture and sell of food
products, which the operations are located in PRC and sales were predominately
made to customers located in the PRC.

9

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Economic and political risks

The Groups operations are conducted in the PRC. According the
Groups business, financial position maybe influenced by the political, economic
and legal environment in the PRC, and by the general state of the PRC economy.

The Groups operations in the PRC are subject to special
considerations and significant risk not typically associated with companies in
North America. These include risks associated with, among others, the political,
economic and legal environmental and foreign currency exchange. The Groups
results may be adversely affected by changes in the political and social
conditions in the PRC, and by changes in governmental policies with respect to
laws and regulations, anti-inflationary measures, currency conversion,
remittances abroad, and rates and methods of taxation, among other things.

Earnings per share

Basic earnings per share is computed by dividing net operating
results for the reporting period attributable to common shareholders by the
weighted average number of common stocks outstanding during the period. Diluted
earnings per share is calculated by dividing net operating results for the
reporting period attributable to common shareholders by the weighted average
number of common stocks outstanding and the dilutive effect of common stock
equivalents.

Trade accounts receivable

In the normal course of business, the Group extends credit to
customers. Trade accounts receivable, less allowance for doubtful accounts,
reflect the net realizable value of receivables, and approximate fair value. On
a regular basis, the Group evaluates its trade accounts receivable and
establishes an allowance for doubtful accounts based on a combination of
specific customer circumstances, credit conditions, and payment history. A
receivable is considered past due if payments have not been received within the
agreed upon invoice terms. No allowance for doubtful accounts at March 31, 2009
was recorded. Trade accounts receivable is charged off against the allowance
after management determines the potential for recovery is remote.

Cash and cash equivalents

The Group considers all highly liquid investments with an
original maturity date of three months or less to be cash equivalents.

Inventories

The cost of finished products inventories includes raw
materials, direct labor and indirect production costs. Inventories are stated at
the lower of cost or market. The Group uses first-in, first-out methods to value
its inventories. During the idle production period, overhead costs include
depreciation are treated as current-period charges, which charge directly to
general and administrative expense instead of costs of inventories.

Fair value of financial instruments

The carrying amount of certain of the Groups financial
instruments, including cash and cash equivalents, trade accounts receivable,
accounts payable, other current assets, other payables and accrued expenses,
approximates fair value due to the relatively short maturity.

Property, plant and equipment, net

Property, plant and equipment are recorded at cost and are
depreciated on a straight-line basis over the estimated useful lives of the
assets. Maintenance and repairs are expensed as incurred. The principal
estimated useful lives generally are: buildings  20 years; leasehold
improvement  10 years; machinery - 10 years; furniture, fixtures and office
equipment  5 years; motor vehicles  5 years. Depreciation of property, plant
and equipment was $1,041,111 and $207,836 for the years ended March 31, 2009 and
2008 respectively. During the idle period of the plant, depreciation is treated
as current-period charges, which charge directly to general and administrative
expense.

Negative goodwill

Negative goodwill represents the excess fair value of the net
tangible and identifiable intangible assets acquired in a business combination
over the purchase price. The negative goodwill is allocated as a pro rata
reduction of the amounts assigned to the assets acquired excluding financial assets,
deferred taxes and other current assets. If negative goodwill exceeds the amount
of those assets, the remaining excess shall be recognized as an extraordinary
gain in the period which the business combination is completed. (note 4)

10

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Revenue recognition

The Group recognizes revenue from sales of products, where
persuasive evidence of an arrangement exists, delivery has occurred, the
sellers price is fixed or determinable and collectibility is reasonably
assured. This generally occurs when the customer receives the product or at the
time title passes to the customer. Customers generally do not have the right to
return product unless damaged or defective. Net sales are comprised of gross
sales reduced by customer returns, trade promotions and discounts.

Comprehensive income

Comprehensive income is comprised of net income and other
comprehensive income.

Shipping and handling costs

Shipping and handling costs are included in selling expenses.
The shipping and handling costs for the year ended March 31, 2009 and 2008 was
$2,103,838 and $438,831 respectively.

Impairment of long-lived assets

Long-lived assets, except indefinite-lived intangible assets,
are reviewed for impairment when circumstances indicate the carrying value of an
asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of the assets to future net cash
flows estimated by the Group to be generated by such assets. If such assets are
considered to be impaired, the impairment to be recognized is the amount by
which the carrying amount of the assets exceeds the fair value of the assets.
Assets to be disposed of by sale are recorded as held for sale at the lower of
carrying value or estimated net realizable value. During the period, no
impairment on long-lived assets was recorded by the Group.

All land in the PRC is owned by the PRC government. The
government in the PRC, according to the relevant PRC law, may sell the right to
use the land for a specific period of time. Thus, all of the Groups land
located in the PRC is considered to be leasehold land and is stated at cost less
accumulated amortization and any recognized impairment loss. Amortization is
provided over the term of the land use agreements on a straight-line basis,
which is 50 years and will expire in 2055.

Advertising costs

Advertising costs are expensed as incurred. The total
advertising costs were $22,596 and $86,008 for the years ended March 31, 2009
and 2008 respectively.

Other income recognition

Other income comprised of interest income and others.

Interest income is accrued on a time basis, by reference to the
principal outstanding and at the effective interest rate applicable, which is
the rate that exactly discounts the estimated future cash receipts through the
expected life of the loan to the loans net carrying amount.

Foreign currency translation

The accompanying financial statements are presented in United
States dollars. The functional currency of the Group is Renminbi, RMB. The
financial statements are translated into United States dollars from RMB at
year-end exchange rates as to assets and liabilities and average exchange rates
as to revenues and expenses. Capital accounts are translated at their historical
exchange rates when the capital transactions occurred.

|March 31, 2009                               |                     
|-------------------------------------------- | --------------------
|Balance sheet                                | RMB6.8456 to US$1.00
|Statement of income and comprehensive income | RMB6.8805 to US$1.00

11

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|March 31, 2008                               |                     
|-------------------------------------------- | --------------------
|Balance sheet                                | RMB7.0222 to US$1.00
|Statement of income and comprehensive income | RMB7.4695 to US$1.00

As at March 31, 2009, RMB32,611,383 equivalents to US$4,763,846
(March 31, 2008: RMB49,882,630 equivalents to US$7,103,562) is not freely
convertible into foreign currency and all foreign exchange transactions must
take place through authorized institutions. No representation is made that the
RMB amounts could have been, or could be, converted into US$ at the rates used
in translation.

Statutory reserves

The laws and regulations of the PRC require before an
enterprise distributes profits to its owners, it must first satisfy all tax
liabilities, provide for losses in previous years, and make allocations. The
statutory reserves include a surplus reserve fund and a common welfare fund.
These statutory reserves represent restricted retained earnings. The details of
surplus reserve fund and common welfare fund are as follows:

Surplus reserve fund

The Companys subsidiary in PRC is required, as necessary, to
transfer 10 percent of its net income, as determined in accordance with the PRC
accounting rules and regulations, to a statutory surplus reserve fund until such
reserve balance reaches 50 percent of that subsidiarys paid-in capital.

The transfer to this reserve must be made before distribution
of any dividends to owners. The surplus reserve fund is non-distributable other
than during liquidation and can be used to fund previous years' losses, if any,
and may be utilized for business expansion or converted into equity by raising
equity from existing owners in proportion to their equity holdings.

Common welfare fund

The Companys subsidiary in PRC is required, as necessary, to
transfer 5 percent to 10 percent of its net income, as determined in accordance
with the PRC accounting rules and regulations, to the statutory common welfare
fund. This fund can only be utilized on capital items for the collective benefit
of that subsidiarys employees, such as construction of dormitories, cafeteria
facilities, and other staff welfare facilities. This fund is non-distributable
other than upon liquidation. The transfer to this fund must be made before
distribution of any dividends to owners.

Related party transactions

A related party is generally defined as (i) any person that
holds 10% or more of the Groups securities and their immediate families, (ii)
the Groups management, (iii) someone that directly or indirectly controls, is
controlled by or is under common control with the Group, or (iv) anyone who can
significantly influence the management or operating decisions of the Group. A
transaction is considered to be a related party transaction when there is a
transfer of resources or obligations between related parties.

Income taxes

The Group accounts for income taxes under the provision of
Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for
Income Taxes (SFAS 109) and related interpretations and guidance including FIN
48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB
Statement No. 109 (Fin 48), resulting in two components of income tax expense:
current and deferred. Current income tax expense approximates taxes to be paid
or refunded for the relevant periods. Deferred income tax expense results from
changes in deferred tax assets and liabilities between periods. Deferred income
tax assets and liabilities are computed for differences between the financial
statement carrying amounts and the tax bases of existing assets and liabilities
that will result in taxable or deductible amounts in the future, as well as from
net operating loss and tax credit carryforwards, and are measured at the enacted
tax laws and rates applicable in the years which the differences are expected to
be recovered or settled. A deferred tax asset is recognized if it is more likely
than not that a benefit will be realized. The Groups operations are primarily
located in PRC and subject to PRC profits tax.

Stock based compensation

The Company applies Statement of Financial Accounting Standards
No. 123R Accounting for Stock-Based Compensation (SFAS 123R), which defines
a fair-value-based method of accounting for stock based employee compensation and transactions in which an entity issues its
equity instruments to acquire goods and services from non-employees. Stock
compensation for stock granted to non-employees has been determined in
accordance with SFAS 123R and the Emerging Issues Task Force consensus in Issue
No. 96-18, Accounting for Equity Instruments that are issued to Other than
Employees for Acquiring, or in Conjunction with Selling Goods or Services
(EITF 96-18), as the fair value of the consideration received or the fair
value of equity instruments issued, whichever is more reliably measured. SFAS
123R allows the simplified method to determine the term of employee options
when other information is not available.

12

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NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial Accounting Standards Board
(FASB) issued SFAS 157, Fair Value Measurements (SFAS 157), which
provides guidance about how to measure assets and liabilities that use fair
value. SFAS 157 will apply whenever another US GAAP standard requires (or
permits) assets or liabilities to be measured at fair value but does not expand
the use of fair value to any new circumstances. This standard also will require
additional disclosures in both annual and quarterly reports. SFAS 157 will be
effective for financial statements issued for fiscal years beginning after
November 15, 2007. In February 2008, the FASB issued FASB Staff Position (FSP)
157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and
Other Accounting Pronouncements That Address Fair Value Measurements for
Purposes of Lease Classification or Measurement under Statement 13(FSP
157-1), which states that SFAS 157 does not address fair value measurements for
purposes of lease classification or measurement. In February 2008, the FASB
issued FSP 157-2, Effective Date of FASB Statement No. 157 (FSP
157-2), which delays the effective date for non-financial assets and
non-financial liabilities to fiscal years beginning after November 15, 2008,
except for items that are measured at fair value in the financial statements on
a recurring basis (at least annually). The Company adopted the provisions of
SFAS 157 for its financial assets and liabilities and those items for which it
has measured on a recurring basis effective March 31, 2008, and the adoption did
not have a material impact on its financial position and results of operations.
As provided by FSP 157-2, the Company has elected to defer the adoption of SFAS
157 for certain of its non-financial assets and liabilities and is currently
evaluating the impact of adopting SFAS 157 on its non-financial assets and
liabilities.

In February 2007, the FASB issued SFAS 159, The Fair Value
Option for Financial Assets and Financial Liabilities  Including an amendment
of FASB Statement No. 115 (SFAS 159), which became effective for the
Company beginning January 1, 2008. This standard permits entities to choose to
measure many financial instruments and certain other items at fair value and
consequently report unrealized gains and losses on such items in earnings. The
Company elected not to adopt the fair value provisions of SFAS 159 and the
adoption of SFAS159 did not have a significant impact of its financial position,
cash flows and results of operations.

In December 2007, the FASB issued SFAS 141 (revised 2007),
Business Combinations (SFAS 141(R)). SFAS 141(R) establishes principles
and requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141(R)
also establishes disclosure requirements to enable the evaluation of the nature
and financial effects of the business combination. SFAS 141(R) will be effective
for financial statements issued for fiscal years beginning after March 15, 2008,
and will be adopted by the Company beginning in the first quarter of fiscal
2010. The Company does not expect there to be any significant impact of adopting
SFAS 141(R) on its financial position, cash flows and results of operations.

In December 2007, the FASB issued SFAS 160, Noncontrolling
Interests in Consolidated Financial Statements  an amendment of Accounting
Research Bulletin No.51(SFAS 160). SFAS 160 establishes accounting and
reporting standards for ownership interests in subsidiaries held by parties
other than the parent, the amount of consolidated net income attributable to the
parent and to the noncontrolling interest, changes in a parents ownership
interest, and the valuation of retained noncontrolling equity investments when a
subsidiary is deconsolidated. SFAS 160 also establishes disclosure requirements
that clearly identify and distinguish between the interests of the parent and
the interests of the noncontrolling owners. SFAS 160 will be effective for
financial statements issued for fiscal years beginning after March 15, 2008, and
will be adopted by the Company beginning in the first quarter of fiscal 2010.
The Company does not expect there to be any significant impact of adopting SFAS
160 on its financial position, cash flows and results of operations.

In March 2008, the FASB issued SFAS No. 161, Disclosures
about Derivative Instruments and Hedging Activities (SFAS 161). SFAS 161
is intended to improve financial reporting about derivative instruments and
hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entitys financial position, financial
performance, and cash flows. SFAS 161 achieves these improvements by requiring
disclosure of the fair values of derivative instruments and their gains and
losses in a tabular format. It also provides more information about an entitys liquidity by requiring disclosure of derivative
features that are credit risk-related. Finally, it requires cross-referencing
within footnotes to enable financial statement users to locate important
information about derivative instruments. SFAS 161 will be effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008 and, will be adopted by the Company beginning in the first
quarter of fiscal 2010. The Company does not expect there to be any significant
impact of adopting SFAS 161 on its financial position, cash flows and results of
operations.

13

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In April 2008, FASB issued FASB Staff Position (FSP) FAS 142-3,
Determination of the Useful Life of Intangible Assets, which amends the
factors that should be considered in developing renewal or extension assumptions
used to determine the useful life of a recognized intangible asset under FASB
Statement No. 142, Goodwill and Other Intangible Assets.This Staff
Position is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal years. Early
adoption is prohibited. Application of this FSP is not currently applicable to
the Company as the Companys intangible assets consist of land used rights which
has a fixed useful life of 50 years

In May 2008, FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. This Statement identifies the
sources of accounting principles and the framework for selecting the principles
to be used in the preparation of financial statements of nongovernmental
entities that are presented in conformity with generally accepted accounting
principles (GAAP) in the United States (the GAAP hierarchy). This Statement is
effective 60 days following the SEC's approval of the Public Company Accounting
Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles. The Company does not
expect there to be any significant impact of adopting SFAS 162 on its financial
position, cash flows and results of operations.

In May 2008, FASB issued SFAS No. 163, Accounting for
Financial Guarantee Insurance Contracts - an interpretation of FASB Statement
No. 60. Diversity exists in practice in accounting for financial guarantee
insurance contracts by insurance enterprises under FASB Statement No. 60,
Accounting and Reporting by Insurance Enterprises. That diversity results in
inconsistencies in the recognition and measurement of claim liabilities because
of differing views about when a loss has been incurred under FASB Statement No.
5, Accounting for Contingencies. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement also clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement to be used to account for premium revenue and claim liabilities.
Those clarifications will increase comparability in financial reporting of
financial guarantee insurance contracts by insurance enterprises. This Statement
requires expanded disclosures about financial guarantee insurance contracts. The
accounting and disclosure requirements of the Statement will improve the quality
of information provided to users of financial statements. This Statement is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and all interim periods within those fiscal years. The
Company does not expect there to be any significant impact of adopting SFAS 163
on its financial position, cash flows and results of operations.

In June 2008, FASB issued FSP EITF 03-6-1, Determining
Whether Instruments Granted Share-Based Payment Transactions are Participating
Securities. This FSP provides that unvested share-based payment awards that
contain nonforfeitable rights to dividends or dividend equivalents (whether paid
or unpaid) are participating securities and shall be included in the computation
of earnings per share pursuant to the two-class method. This FSP is effective
for financial statements issued for fiscal years beginning after December 15,
2008, and interim periods within those years. All prior-period EPS data
presented shall be adjusted retrospectively (including interim financial
statements, summaries of earnings, and selected financial data) to conform with
the provisions of this FSP. Early application is not permitted. The Company is
currently evaluating the impact of adopting EITF 03-6-1 on its consolidated
financial statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent
Events. SFAS No. 165 establishes principles and standards related to the
accounting for and disclosure of events that occur after the balance sheet date
but before the financial statements are issued. SFAS 165 requires an entity to
recognize, in the financial statements, subsequent events that provide
additional information regarding conditions that existed at the balance sheet
date. Subsequent events that provide information about conditions that did not
exist at the balance sheet date shall not be recognized in the financial
statements under SFAS 165. SFAS 165 is effective for the Companys fiscal year
ending February 28, 2010. The Company does not expect SFAS 165 to have a
material effect on its consolidated financial position, results of operations,
cash flows or notes to the financial statements.

14

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In June 2009, the FASB issued SFAS No. 167, Amendments to
FASB Interpretation No. 46(R). SFAS No. 167 was issued to amend FASB
Interpretation No. 46(R) to require an enterprise to perform an analysis to
determine whether the enterprises variable interest or interests give it a
controlling financial interest in a variable interest entity. SFAS No. 167 shall
be effective as of the Companys first annual reporting period and interim
reporting periods beginning after November 15, 2009. Earlier application is
prohibited. The first such reporting period for the Company will be the fiscal
year beginning December 1, 2009. The Company does not expect SFAS 167 to have a
material effect on its consolidated financial position, results of operations,
cash flows or notes to the financial statements.

Other recent accounting pronouncements issued by the FASB
(including its Emerging Issues Task Force (EITF)), the American Institute of
Certified Public Accountants (AICPA), and the SEC did not or are not believed
by management to have a material impact on the Company's present or future
consolidated financial statements.

NOTE 4. ACQUISITION OF A SUBSIDIARY

In November 2007, Solar Sun entered into a share purchase
agreement with six owners of Longheda to acquire the 75% interest in Longheda
with a total consideration of RMB40,000,000. Since the beneficial owners of the
Company were third parties independent of Longheda and the Group has obtained
the controlling interests in Longheda, the acquisition was accounted for using
the purchase method of accounting. As of the acquisition date, the Group
recorded the fair values of Longheda assets acquired and liabilities assumed.
The allocation of the purchase price to assets acquired and liabilities assumed
as at the date of acquisition is as follows:

|                                    |  | $          |  
|----------------------------------- |  | ---------- | -
|                                    |  |            |  
|Cash and cash equivalents           |  | 829,317    |  
|Trade accounts receivable           |  | 7,193,097  |  
|Inventories                         |  | 6,043,959  |  
|Other current assets                |  | 738,862    |  
|Property and equipment, net         |  | 11,115,278 |  
|Land use right, net                 |  | 474,453    |  
|Borrowings                          |  | (6,080,177 | )
|Accounts payable                    |  | (762,553   | )
|Other payables and accrued expenses |  | (4,931,435 | )
|Tax payable                         |  | (219,111   | )
|                                    |  |            |  
|Net assets acquired                 |  | 14,401,690 |  
|Minority interests                  |  | (3,186,888 | )
|Statutory reserves                  |  | (1,539,538 | )
|Translation adjustment              |  | (114,600   | )
|Negative goodwill                   |  | (4,156,062 | )
|                                    |  |            |  
|Total purchase price                |  | 5,404,602  |  

The allocation of the purchase price to assets acquired and
liabilities assumed as at the date of acquisition resulted in negative goodwill
of $4,156,062. In accordance with SFAS No. 141, Business Combinations, the
negative goodwill was allocated as a pro rata reduction of the amounts assigned
to the assets acquired excluding financial assets, deferred taxes and other
current assets. This resulted in the following allocation of negative goodwill:

|                            |  | $         | 
|--------------------------- |  | --------- | 
|Property and equipment, net |  | 3,985,924 | 
|Land use right, net         |  | 170,138   | 
|Negative goodwill           |  | 4,156,062 | 

15

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In May 2008, Solar Sun entered into another share purchase
agreement with six owners of Longheda to acquire the remaining 25% interests in
Longheda with a total consideration of RMB10,000,000. Since the beneficial
owners of the Company were third parties independent of Longheda and the
Group has obtained the controlling interests in Longheda, the acquisition was
accounted for using the purchase method of accounting. As of the acquisition
date, the Group recorded the fair values of Longheda assets acquired and
liabilities assumed. The allocation of the purchase price to assets acquired and
liabilities assumed as at the date of acquisition is as follows:

|                                    |  | $           |  
|----------------------------------- |  | ----------- | -
|                                    |  |             |  
|Cash and cash equivalents           |  | 5,666,951   |  
|Trade accounts receivable           |  | 2,389,049   |  
|Inventories                         |  | 1,126,973   |  
|Other current assets                |  | 2,477,178   |  
|Property and equipment, net         |  | 11,107,547  |  
|Land use right, net                 |  | 502,735     |  
|Borrowings                          |  | (2,863,365  | )
|Accounts payable                    |  | (111,771    | )
|Other payables and accrued expenses |  | (478,984    | )
|Tax payable                         |  | (166,764    | )
|                                    |  |             |  
|Net assets acquired                 |  | 19,649,549  |  
|Minority interests                  |  | (13,452,363 | )
|Statutory reserves                  |  | (1,713,065  | )
|Negative goodwill                   |  | (3,052,439  | )
|                                    |  |             |  
|Total purchase price                |  | 1,431,682   |  

The allocation of the purchase price to assets acquired and
liabilities assumed as at the date of acquisition resulted in negative goodwill
of $3,052,439. In accordance with SFAS No. 141, Business Combinations, the
negative goodwill was allocated as a pro rata reduction of the amounts assigned
to the assets acquired excluding financial assets, deferred taxes and other
current assets. This resulted in the following allocation of negative goodwill:

|                            |  | $         | 
|--------------------------- |  | --------- | 
|Property and equipment, net |  | 2,920,266 | 
|Land use right, net         |  | 132,173   | 
|Negative goodwill           |  | 3,052,439 | 

The following table represents the unaudited results of
operations of the Company as if the acquisition of Longheda had been consummated
as of April 1, 2008 and 2007 and the results are shown for the years ended March
31, 2009 and 2008 includes certain pro forma adjustments, including depreciation
and amortization on the assets acquired, and other adjustments.

|                                                           |   | For the year ended March 31, | 
|---------------------------------------------------------- | - | ---------------------------- | 
|                                                           |   | 2009                         | 
|Pro forma Information:                                     |   |                              | 
|Revenues                                                   | $ | 56,418,837                   | 
|Net earnings                                               |   | 4,726,428                    | 
|Net earnings per share  basic                             | $ | 0.1414                       | 
|Net earnings per share  diluted                           | $ | 0.1413                       | 
|Shares used for computing basic earnings per share         |   | 33,431,434                   | 
|Shares used for computing diluted earnings
      per share |   | 33,451,676                   | 

16

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NOTE 5. CONCENTRATION OF RISK

Credit Risk

Financial instruments that potentially subject the Group to
significant concentration of credit risk consist primarily of cash and cash
equivalents. As of March 31, 2009, substantially all of the Groups cash and
cash equivalents were held by major financial institutions located in the PRC,
which management believes are of high credit quality.

Groups operations are in China

All of the Groups products are produced in China. The Groups
operations are subject to various political, economic, and other risks and
uncertainties inherent in China. Among other risks, the Groups operations are
subject to the risks of transfer of funds; domestic and international customs
and tariffs; changing taxation policies; foreign exchange restrictions; and
political conditions and governmental regulations.

NOTE 6. EARNINGS PER SHARE

The computation of basic and diluted earnings per share is as
follows for the years ended March 31:

|                                                                       |   | 2009       |  |   | 2008       | 
|---------------------------------------------------------------------- | - | ---------- |  | - | ---------- | 
|Numerator:                                                             |   |            |  |   |            | 
|Net earnings                                                           | $ | 4,517,120  |  | $ | 3,508,456  | 
|                                                                       |   |            |  |   |            | 
|Denominator:                                                           |   |            |  |   |            | 
|Weighted average common stock
      outstanding                        |   | 33,431,434 |  |   | 30,166,878 | 
|Effect of dilutive warrant                                             |   | 20,242     |  |   | -          | 
|Weighed average common stock
      and dilutive potential common stock |   | 33,451,676 |  |   | 30,166,878 | 
|                                                                       |   |            |  |   |            | 
|                                                                       |   |            |  |   |            | 
|Basic net earnings per share                                           | $ | 0.1351     |  | $ | 0.1163     | 
|                                                                       |   |            |  |   |            | 
|Diluted net earnings per share                                         | $ | 0.1350     |  | $ | 0.1163     | 

On June 19, 2008, the Company effected a reverse stock split
pursuant to which each ten outstanding shares of common stock, par value $0.001,
were automatically converted into one share of common stock, par value $0.001
(the Reverse Stock Split). All of the share number, share prices and per-share
amounts have been adjusted, on a retroactive basis, to reflect the effect of the
Reverse Stock Split.

As of March 31, 2009, the Company had 216,009 warrants
outstanding and each warrant is convertible into 1 share of the Companys common
stock. The potential dilutive effect of such warrant is 20,242 shares of
Companys common stock.

NOTE 7. INVENTORY

Inventory by major categories at March 31 is summarized as
follows:

|               |   | 2009      |  |   | 2008      | 
|-------------- | - | --------- |  | - | --------- | 
|Finished goods | $ | 3,578,680 |  | $ | 1,888,650 | 
|Raw material   |   | 114,212   |  |   | 67,075    | 
|               |   |           |  |   |           | 
|               | $ | 3,692,892 |  | $ | 1,955,725 | 

17

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NOTE 8. LAND USE RIGHTS, NET

Land use rights, net, at March 31 is summarized as follows:

|                               |   | 2009    |   |   | 2008    |  
|------------------------------ | - | ------- | - | - | ------- | -
|Land use rights, at cost       | $ | 199,988 |   | $ | 334,250 |  
|Less: accumulated amortization |   | (10,685 | ) |   | (16,130 | )
|                               |   |         |   |   |         |  
|                               | $ | 189,303 |   | $ | 318,120 |  

For each of the upcoming five years, estimated amortization is
expected to be approximately $2,669 per year.

NOTE 9. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, at March 31 are summarized as
follows:

|                                         |   | 2009       |   |   | 2008       |  
|---------------------------------------- | - | ---------- | - | - | ---------- | -
|Buildings                                | $ | 5,038,316  |   | $ | 1,846,936  |  
|Leasehold improvement                    |   | 1,337,685  |   |   | -          |  
|Machinery                                |   | 12,361,774 |   |   | 7,254,044  |  
|Furniture, fixtures and office equipment |   | 13,690     |   |   | 28,016     |  
|Motor vehicles                           |   | 6,144      |   |   | 22,304     |  
|Total                                    |   | 18,757,609 |   |   | 9,151,300  |  
|Less: accumulated depreciation           |   | (2,142,679 | ) |   | (1,977,777 | )
|                                         |   |            |   |   |            |  
|                                         | $ | 16,614,930 |   | $ | 7,173,523  |  

At March 31, 2009 and 2008, certain of the Groups plant and
machinery with an aggregate net book value of nil and approximately $2,559,000
were pledged to secure the bank borrowings respectively.

NOTE 10. PROVISION FOR INCOME TAXES

The provision for income tax is as follows:

|                    |   | For the year ended March 31, |  
|------------------- | - | ---------------------------- | -
|                    |   | 2009                         |  
|                    |   |                              |  
|Current:            |   |                              |  
|PRC                 | $ | 4,658,836                    |  
|US                  |   | -                            |  
|Other jurisdictions |   | -                            |  
|Deferred:           |   |                              |  
|PRC                 |   | (531,259                     | )
|US                  |   | -                            |  
|Other jurisdictions |   | -                            |  
|                    | $ | 4,127,577                    |  

Deferred tax assets

The source of significant temporary difference that gives rise
to the deferred tax asset is as follows:

|                                                                                         |   | For the year ended March 31, |  
|---------------------------------------------------------------------------------------- | - | ---------------------------- | -
|                                                                                         |   | 2009                         |  
|Deferred tax assets:                                                                     |   |                              |  
|Difference between book and tax basis of land
      use right and property and equipment | $ | 1,406,814                    |  
|Tax losses carryforwards                                                                 |   | 544,868                      |  
|Less: valuation allowance                                                                |   | (544,868                     | )
|Net deferred tax assets                                                                  | $ | 1,406,814                    |  

18

---

In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that all of the assets
will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income in each tax jurisdiction
during the periods in which temporary differences in those jurisdictions become
deductible. Management considers the projected future taxable income and tax
planning strategies in making this assessment.

The Company has provided valuation allowances of $544,868 and
$227,107 in respect of federal net operating loss and foreign unused tax loss
carryforwards, respectively, which it does not expect to utilize. 
Gross deferred tax assets at March 31, 2009 and 2008 were reduced by valuation
allowance of $544,868 and $227,107, respectively. The total valuation allowance
between periods presented increased by $317,761 and such increase was
attributable to the tax effect on foreign tax losses incurred for the year ended
March 31, 2009 of $34,274 at enacted foreign profit tax rates and the tax effect
on federal net operating loss incurred for the year ended March 31, 2009 of
$283,487 at the federal tax rate of 35%. Income taxes

The Groups operations are conducted in the PRC and are subject
to PRCs enterprise income tax. Pursuant to the PRC Income Tax Law prior to
January 1, 2008, enterprise income taxes were generally imposed at a statutory
rate of 33%, which comprised 30% national income tax and 3% local income tax.
However, the Group has been granted a preferential tax treatment by the State
Tax Bureau of the PRC as the Group was considered as a hi-tech enterprise in the
Heilongjiang province. According to the PRC Income Tax Law and various approval
documents issued by the Tax Bureau, the Groups profits for the period prior to
2008 were taxed at a rate of 15%.

On March 16, 2007, the Fifth Plenary Session of the Tenth
National Peoples Congress passed the Corporate Income Tax Law of the PRC which
will take effect on January 1, 2008. According to the new tax law, the
applicable corporate income tax rate for domestically-owned enterprises and
foreign-invested enterprises are subject to a uniform tax rate of 25%. While the
new tax law equalizes the tax rates for domestically-owned and foreign-invested
companies, preferential tax treatment would continue to be given to companies in
certain encouraged sectors and to enterprises classified as high and new
technology companies, whether domestically-owned or foreign-invested
enterprises. The new tax law also provides a five-year transition period
starting from its effective date for those enterprises which were established
before the promulgation date of the new tax law and which were entitled to a
preferential tax treatment. The tax rate of such enterprises will transition to
the uniform tax of 25% within a five-year transition period.

In July 2006, the FASB issued FIN 48, which clarifies the
accounting and disclosure for uncertainty in tax positions, as defined in SFAS
No. 109. FIN 48 prescribes a more-likely-than-not threshold for financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. This interpretation also provides guidance on
de-recognition of income tax assets and liabilities, classification of current
and deferred income tax assets and liabilities, accounting for interest and
penalties associated with tax positions, accounting for income taxes in interim
periods and income tax disclosures.

The Group adopted the provisions of FIN 48 effective March 31,
2007. Based on its FIN 48 analysis, the Group concluded that the adoption of FIN
48 did not have any impact on the Groups total liabilities or owners equity.
The Groups classifies interests and/or penalties related to income tax matters
in income tax expenses. As of March 31, 2009, the Group did not have interests
and penalties related to uncertain tax positions. The Group does not anticipate
any significant increases or decrease to its liabilities for unrecognized tax
benefits within the next twelve months.

The provision for income taxes appearing in the consolidated
statement of income represents the current tax expenses. A reconciliation of the
provision for income tax calculated using the statutory federal income tax rate
and state and local income tax rate to the Companys provision for income taxes
for the years ended March 31 is as follows:

|                                                                                          |   | 2009       |   |   | 2008      |  
|----------------------------------------------------------------------------------------- | - | ---------- | - | - | --------- | -
|Provision for income taxes at statutory
      rate of 35%                                 | $ | 3,098,902  |   | $ | 1,544,067 |  
|Chinese tax rate difference                                                               |   | (1,815,417 | ) |   | (266,690  | )
|Non-deductible expenses and non-assessable
      profits                                  |   | 3,057,590  |   |   | (11,402   | )
|Changes in valuation allowance                                                            |   | 317,761    |   |   | 9,527     |  
|Tax effect of non-deductible temporary
      difference recognized                        |   | (531,259   | ) |   | (875,555  | )
|Tax effect of preferential tax treatment granted by the
      State Tax Bureau of the PRC |   | -          |   |   | (392,563  | )
|Income taxes                                                                              | $ | 4,127,577  |   | $ | 7,384     |  

For the year ended March 31, 2009, the Company incurred a
non-cash charge for stock compensation expense of $9,519,317, which is not
deductible for tax purposes.

19

---

Pretax earnings of a foreign subsidiary are subject to U.S.
taxation when effectively repatriated. U.S. income taxes and foreign withholding
taxes were not provided on undistributed earnings of foreign subsidiaries. The
Company intends to reinvest these earnings indefinitely in its foreign
subsidiaries. It is not practical to determine the amount of undistributed
earnings or income tax payable in the event the Company repatriated all
undistributed foreign earnings. However, if these earnings were distributed to
the U.S. in the form of dividends or otherwise, the Company would be subject to
additional U.S. income taxes and foreign withholding taxes, offset by an
adjustment for foreign tax credits.

NOTE 11. BORROWINGS

The Group's borrowings are summarized as follows:

|                |   | **March 31,** |  |   | March 31, | 
|--------------- | - | ------------- |  | - | --------- | 
|                |   | **2009**      |  |   | 2008      | 
|                |   |               |  |   |           | 
|Bank borrowings | $ | -             |  | $ | 2,848,110 | 

The interest rates are based on the banks best lending rate
plus a certain percentage and the credit lines are normally subject to periodic
review. The range of effective interest rates (which are also equal to
contracted interest rates) on the Groups borrowings for the year ended March
31, 2008 was 8.42% per annum. Plant and machinery with an aggregate net book
value of approximately $2,559,000 as of March 31, 2008 were pledged to secure
such bank borrowings.

NOTE 12. OTHER PAYABLES AND ACCRUED EXPENSES

Other payables and accrued expenses by major categories are
summarized as follows:

|                         |   | March 31, |  |   | March 31, | 
|------------------------ | - | --------- |  | - | --------- | 
|                         |   | 2009      |  |   | 2008      | 
|                         |   |           |  |   |           | 
|Accruals                 | $ | 586,782   |  | $ | 206,910   | 
|Value added tax payables |   | 1,034,195 |  |   | 229,838   | 
|Other payables           |   | 1,055,006 |  |   | 57,530    | 
|                         | $ | 2,675,983 |  | $ | 494,278   | 

The other payables mainly comprised the amount payable to the
suppliers of property and equipment, amounting to $960,544 as of March 31, 2009.

20

---

NOTE 13. AMOUNTS DUE TO SHAREHOLDERS

|                 |   | March 31, |  |   | March 31, | 
|---------------- | - | --------- |  | - | --------- | 
|                 |   | 2009      |  |   | 2008      | 
|                 |   |           |  |   |           | 
|Mr. Yiu Fai Kung | $ | 5,185,423 |  | $ | -         | 
|Mr. Kwan Mo Ng   |   | 2,222,325 |  |   | -         | 
|                 | $ | 7,407,748 |  | $ | -         | 

The amounts due to shareholders are unsecured, interest free
and no fixed terms of repayment.

NOTE 14. AMOUNT DUE TO AN AFFILIATE

The amount due to an affiliate is unsecured, interest free and
repayable on demand.

NOTE 15. SHAREHOLDERS EQUITY

Common stock

On August 14, 2008, the Company effected an initial closing of
a private placement transaction and issued 1,692,960 shares of the Companys
common stock to certain investors at a price of $2.78 per share for aggregate
proceeds of $4,706,467.

On October 3, 2008, the Company effected a second closing of a
private placement transaction and issued 955,244 shares of the Companys common
stock to 21 investors at a price of $2.78 per share for aggregate proceeds of
$2,655,600.

On October 10, 2008, the Company effected a third and final
closing of a private placement transaction and issued 437,636 shares of the
Companys common stock to 9 investors at a price of $2.78 per share for
aggregate proceeds of $1,216,637.

In connection with the Companys private placement on August
14, 2008, the Company entered into two make good escrow agreements, under which
5,599,598 shares of the Companys common stock held by Yiu Fai Kung, the
Companys major shareholder, were placed in escrow. For each of the calendar
years 2009 and 2010, 2,799,799 shares will be released to the investors or
Halter or returned to the shareholder, depending on the fulfillment of specified
earnings targets. The specified earnings target for fiscal year 2009 was net
income of $13,919,707 and for fiscal year 2010 the target is net income of
$18,495,315. In the event that shares are required to be released from escrow to
the Investors or Halter, such shares will be recorded as a contribution to
capital and a simultaneous issuance of common shares to the Investors. The
return to Mr. Kung of any of the shares placed in escrow by him is considered to
be a separate compensatory arrangement because Mr. Kung is a director of the
Companys subsidiary Fezdale. Accordingly, if any of the required earnings
targets are met and shares are returned to Mr. Kung, the Company will recognize
a non-cash compensation cost at that time equal to the then fair value of the
shares returned. For 2009, the earnings target of net income of $13,919,707
(before any charges related to the release of any shares from escrow) was met
and accordingly, the Company recorded a non-cash charge to compensation cost of
$9,519,316.6 in the fourth quarter of 2009 related to the release from escrow to
Mr. Kung of 2,799,799 shares.

Warrants

In connection with the private placement which closed on
October 10, 2008, WLT Brothers Capital, Inc., Wentworth Securities, Inc. and
Euro Pacific Capital, Inc., the Companys placement agents, received, as partial
compensation, warrants to purchase 66,171, 95,781 and 54,057 shares of the
Companys common stock, respectively. The warrants have a term of 3 years and
are immediately exercisable at $2.78 per share, subject to the usual adjustments
for certain corporate events. As at March 31, 2009, all the warrants are
outstanding.

The Company valued the warrants by Trinomial option pricing
model with the amount of $331,357 which recorded as cost of raising capital
against additional paid-in capital. The Company estimated the fair value of each
warrant award on the date of grant using the Trinomial option pricing model and
the assumption noted in the following table. Expected volatility is based on the
historical and implied volatility of a peer group of publicly traded entities.
The expected term of options gave consideration to historical exercises,
post-vesting cancellations and the options contractual term. The risk-free rate for the expected term of the option is based on
the U.S. Treasury Constant Maturity at the time of grant. The assumptions used
to value options granted during the year ended March 31, 2009 were as follows:

21

---

|                        |  |                | 
|----------------------- |  | -------------- | 
|                        |  | Year ended     | 
|                        |  | March 31, 2009 | 
|Risk free interest rate |  | 3.479%         | 
|Expected volatility     |  | 59.92%         | 
|Expected dividend rate  |  | -%             | 
|Expected life (years)   |  | 3              | 

NOTE 16. PRC CONTRIBUTION PLAN

Employees of the Group are entitled to retirement benefits
calculated with reference to their salaries basis upon retirement and their
length of service in accordance with a PRC government-managed retirement plan.
The PRC government is directly responsible for the payments of the benefits to
these retired employees. The Group is required to make contributions to the
government-managed retirement plan based on certain percentages of the
employees monthly salaries. The amounts contributed by the Group were
approximately $292,986 and $16,836 for the year ended March 31, 2009 and 2008
respectively.

NOTE 17. COMMITMENTS AND CONTINGENT LIABILITIES

Operating Lease Commitments

The Company leases its office space under non-cancellable
operating leases in PRC. Minimum future rental payments required under
non-cancellable operating leases in effect as of March 31, 2009 are as follows
by year:

|2009 | $ | 742 | 
|---- | - | --- | 
|     | $ | 742 | 

Rent expense for the years ended March 31, 2009 and 2008 was
$34,773 and $12,515 respectively.

NOTE 18. RELATED PARTY BALANCES AND TRANSACTIONS

On May 16, 2008, Chairman Changjun Yu (Mr. Yu) entered into a
Trademark Transfer Agreement with the Company pursuant to which Mr. Yu
transferred his rights to the trademark 农珍之冠 to the Company for RMB 1. In
connection with the trademark transfer, Mr. Yu also entered into a Trademark
License Agreement with the Company pursuant to which Mr. Yu granted the Company
the exclusive rights to use such trademark before the Trademark Office approves
the transfer of such trademark.

On April 28, 2008, Longheda entered into a financial advisory
agreement (the Financial Advisory Agreement) with HFG International, Limited.
The Financial Advisory Agreement was amended on August 12, 2008. Under the
Financial Advisory Agreement, as amended, HFG International, Limited agreed to
provide Longheda with financial advisory and consulting services in facilitating
Longhedas going public transaction. In consideration for these services, HFG
International, Limited is entitled to $450,000 which will be paid within 45 days
after the closing of the going public transaction. HFG International, Limited is
an affiliate of Halter Financial Investments, L.P., which was an 87.5%
shareholder of the Company before the closing of the reverse acquisition of
Fezdale.

22

---

NOTE 19. SUBSEQUENT EVENTS

On June 8, 2009, Longheda, the indirect, wholly-owned
subsidiary of China Nutrifruit Group Limited, entered into a lease agreement
(the "Lease Agreement") with Daqing Chuangye Plaza Co. Ltd. for its headquarters
on the fifth floor of Daqing Chuangye Building in Daqing, China (the "Lease").
The Lease is for a one-year from June 8, 2009 to June 7, 2010 and covers space
totaling approximately 966.13 square meters. The total cash obligation over the
term is RMB 71,694 (approximately $10,481). Longheda has the option to extend
the lease and the option to terminate the Lease upon written notice to Daqing
Chuangye Plaza Co. Ltd. at least three months prior to the end of the lease
term. The
facility will be used for headquarters functions, as well as general administrative office uses and activities such as sales and training.

On June 11, 2009, Messrs. Chun Wai Chan, William Haus and Jingfu Li were elected as independent directors of the Company.

End of consolidated financial statements.

23

---

SIGNATURES

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

CHINA NUTRIFRUIT GROUP LIMITED

By: /s/ Jinglin
Shi       Jinglin
Shi        Chief Executive Officer

Date: June 29, 2010

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

Each person whose signature
appears below hereby authorizes Colman Cheng as attorney-in-fact to sign on his
behalf, individually, and in each capacity stated below, and to file all
amendments and/or supplements to this annual report on Form 10-K.

Signature
    Capacity
    Date/s/ Jinglin Shi
    Chief Executive Officer
    June 29, 2010Jinglin Shi
    (Principal Executive Officer)/s/ Colman Cheng
    Chief Financial Officer
    June 29, 2010*Colman Cheng*
    (Principal Financial Officer and
      Principal Accounting Officer)/s/ Changjun YuChangjun Yu
    Chairman of the Board
    June 29, 2010/s/ Chun Wai ChanChun Wai Chan
    Director
    June 29, 2010/s/ William HausWilliam Haus
    Director
    June 29, 2010/s/ Jingfu Li
    
    June 29, 2010Jingfu Li
    Director


---

EXHIBIT INDEX

|Exhibit |                                                                                                                                                                             
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                 
|        |                                                                                                                                                                             
|31.1    | Certification of Principal
      Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002.                                                   
|        |                                                                                                                                                                             
|31.2    | Certification of Principal
      Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002.                                                   
|        |                                                                                                                                                                             
|32.1    | Certification of Principal
      Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|        |                                                                                                                                                                             
|32.2    | Certification of Principal
      Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

---