UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

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

               For the quarterly period ended September 30, 2005

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the transition period from:

                        Commission file number 000-30115

                            KUSHI NATURAL FOODS CORP.
                            -------------------------
       (Exact name of Small Business Issuer as specified in its charter.)

            DELAWARE                                              13-3912047
--------------------------------------------------------------------------------
(State of other jurisdiction of                                 (IRS Employer
 incorporation or organization)                              Identification No.)

                        3rd Floor, A Tower of Chuang Xin
                              Information Building
     No. 72 Second Keji Road, Hi Tech Zone, Xi'An, Shaanxi 710075 P.R. CHINA
     -----------------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                              (011) 86-13301996766
                              --------------------
                (Issuer's telephone number, including area code)

                    42 Barrett Road, Lawrence, New York 11559
                    -----------------------------------------
                 (Former Address, if changed since last report)

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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 [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: At November 1, 2005 there were
34,588,718 shares of Common Stock, par value $.0001 per share, outstanding.

Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Securities Exchange Act of 1934) (check one): Yes [ ] No [X]

<PAGE>

                            KUSHI NATURAL FOODS CORP.
                                  FORM 10-QSB/A
                    QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

                                      INDEX

                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

   Item 1 - Financial Statements

   Consolidated Balance Sheet
        September 30, 2005 (Unaudited)....................................   3
   Consolidated Statements of Operations (Unaudited)
        For the Three and Nine Months Ended September 30, 2005 and 2004...   4
   Consolidated Statements of Stockholders' Equity (Unaudited)
        For the Nine Months Ended September 30, 2005 and 2004.............   5
   Consolidated Statements of Cash Flows (Unaudited)
        For the Nine Months Ended September 30, 2005 and 2004.............   6

   Notes to Consolidated Financial Statements (Unaudited).................  7-15

   Item 2 - Management's Discussion and Analysis or Plan of Operation..... 16-25

   Item 3 - Controls and Procedures.......................................  25

PART II - OTHER INFORMATION

   Item 1 - Legal Proceedings.............................................  26

   Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds...  26

   Item 3 - Default upon Senior Securities ...............................  26

   Item 4 - Submission of Matters to a Vote of Security Holders...........  26

   Item 5 - Other Information.............................................  26

   Item 6 - Exhibits......................................................  26

   Signatures.............................................................  27


                                       -2-
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

               KUSHI NATURAL FOODS CORP. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEET (RESTATED)
                           September 30, 2005
                              (Unaudited)

<TABLE>
<S>                                                                          <C>
CURRENT ASSETS:
    Cash and cash equivalents                                                $ 6,144,572
    Accounts receivable, net of allowance for doubtful accounts of $16,539     1,339,335
    Inventories                                                                  682,445
    Prepaid expenses and other current assets                                    501,863
                                                                             -----------

        Total Current Assets                                                   8,668,215

INVESTMENT                                                                     1,726,243

PROPERTY AND EQUIPMENT, net                                                    2,517,019

LAND USE RIGHTS, net                                                             154,535
                                                                             -----------

        Total Assets                                                         $13,066,012
                                                                             ===========

                         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Mortgage payable                                                         $   369,909
    Current portion of long-term debt                                              5,492
    Accounts payable, accrued expenses and other current liabilities             279,588
    Loan from stockholders                                                        78,349
    Taxes payable                                                              1,477,180
                                                                             -----------

        Total Current Liabilities                                              2,210,518

LONG-TERM DEBT                                                                    53,370

MINORITY INTEREST                                                              1,284,707
                                                                             -----------

        Total Liabilities                                                      3,548,595
                                                                             -----------

STOCKHOLDERS' EQUITY:
    Preferred stock ($0.0001 par value, 5,000,000 shares authorized,
        1,000 shares issued and outstanding)                                           1
    Common stock ($.0001 par value; 35,000,000 shares authorized;
        34,588,718 shares issued and outstanding)                                  3,459
    Additional paid-in capital                                                 4,397,404
    Retained earnings                                                          4,957,266
    Accumulated other comrehensive income                                        159,287
                                                                             -----------

        Total Stockholders' Equity                                             9,517,417
                                                                             -----------

        Total Liabilities and Stockholders' Equity                           $13,066,012
                                                                             ===========
</TABLE>

                 See notes to consolidated financial statements


                                       -3-
<PAGE>

                   KUSHI NATURAL FOODS CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF OPERATIONS (RESTATED)

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                 For the Three Months Ended      For the Nine Months Ended
                                                        September 30,                   September 30,
                                                ----------------------------    ----------------------------
                                                    2005            2004            2005            2004
                                                ------------    ------------    ------------    ------------
<S>                                             <C>             <C>             <C>             <C>
NET REVENUES                                    $  4,086,540    $  3,702,180    $  9,262,593    $  8,108,771

COST OF SALES                                      2,373,861       1,917,012       5,202,224       4,242,067
                                                ------------    ------------    ------------    ------------
GROSS PROFIT                                       1,712,679       1,785,168       4,060,369       3,866,704
                                                ------------    ------------    ------------    ------------
OPERATING EXPENSES:
     Selling expenses                                380,784         394,060         887,120         891,522
     General and administrative                       77,445         128,223         258,549         392,196
                                                ------------    ------------    ------------    ------------
        Total Operating Expenses                     458,229         522,283       1,145,669       1,283,718
                                                ------------    ------------    ------------    ------------
INCOME FROM OPERATIONS                             1,254,450       1,262,885       2,914,700       2,582,986

OTHER INCOME (EXPENSE):
     Interest income (expense), net                   (3,336)         (4,138)            901         (10,809)
     Other income                                     18,842          18,058          56,377          55,191
     Acquisition costs                              (280,179)             --        (280,179)             --
                                                ------------    ------------    ------------    ------------
        Total Other Income (Expense)                (264,673)         13,920        (222,901)         44,382
                                                ------------    ------------    ------------    ------------
INCOME BEFORE INCOME TAXES                           989,777       1,276,805       2,691,799       2,627,368

INCOME TAXES                                         181,037              --         349,426              --
                                                ------------    ------------    ------------    ------------
INCOME BEFORE MINORITY INTEREST                      808,740       1,276,805       2,342,373       2,627,368

MINORITY INTEREST                                     65,198         102,144         187,889         210,189
                                                ------------    ------------    ------------    ------------
NET INCOME                                           743,542       1,174,661       2,154,484       2,417,179

OTHER COMPREHENSIVE INCOME
     Foreign currency translation gain               159,287              --         159,287              --
                                                ------------    ------------    ------------    ------------
COMPREHENSIVE INCOME                            $    902,829    $  1,174,661    $  2,313,771    $  2,417,179
                                                ============    ============    ============    ============
NET INCOME, PER SHARE (As restated to reflect
     subsequent reverse stock split)
     Basic                                      $       0.13    $       0.20    $       0.37    $       0.42
                                                ============    ============    ============    ============
     Diluted                                    $       0.13    $       0.20    $       0.37    $       0.42
                                                ============    ============    ============    ============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
     Basic                                         5,764,786       5,764,786       5,764,786       5,764,786
                                                ============    ============    ============    ============
     Diluted                                       5,764,786       5,764,786       5,764,786       5,764,786
                                                ============    ============    ============    ============
</TABLE>

                 See notes to consolidated financial statements


                                      -4-
<PAGE>

                   KUSHI NATURAL FOODS CORP. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (RESTATED)
                  For the Nine Months Ended September 30, 2005

<TABLE>
<CAPTION>
                                                           Preferred Stock, $.0001      Common Stock, $.0001
                                                                  Par Value                  Par Value
                                                          -------------------------   -------------------------   Additional
                                                           Number of                   Number of                    Paid-in
                                                             Shares        Amount        Shares        Amount       Capital
                                                          -----------   -----------   -----------   -----------   -----------
<S>                                                             <C>     <C>            <C>          <C>           <C>
Balance, December 31, 2002                                      1,000   $         1    24,000,000   $     2,400   $ 4,409,721
Other comprehensive income (loss):
    Net income (loss)                                              --            --            --            --        (6,667)
    Comprehensive income - foreign currency translation            --            --            --            --            --
                                                          -----------   -----------   -----------   -----------   -----------
    Total comprehensive income (loss)                              --            --            --            --        (6,667)
                                                          -----------   -----------   -----------   -----------   -----------
Dividend declared                                                  --            --            --            --            --
Balance, December 31, 2003                                      1,000             1    24,000,000         2,400     4,403,054
Other comprehensive income (loss):
    Net income (loss)                                              --            --            --            --        (7,370)
    Comprehensive income - foreign currency translation            --            --            --            --            --
                                                          -----------   -----------   -----------   -----------   -----------
    Total comprehensive income (loss)                              --            --            --            --        (7,370)
                                                          -----------   -----------   -----------   -----------   -----------
Less: Capital Distribution                                         --            --            --            --            --
Balance, December 31, 2004                                      1,000             1    24,000,000         2,400     4,395,684
Issuance of stocks pursuant to share exchange agreement                                10,588,718         1,059         3,250
Other comprehensive income (loss):
    Net income (loss)                                              --            --            --            --        (1,530)
    Comprehensive income - foreign currency translation            --            --            --            --            --
                                                          -----------   -----------   -----------   -----------   -----------
    Total comprehensive income (loss)                              --            --            --            --        (1,530)
                                                          -----------   -----------   -----------   -----------   -----------
Balance, September 30, 2005                                     1,000   $         1    34,588,718   $     3,459   $ 4,397,404
                                                          ===========   ===========   ===========   ===========   ===========

<CAPTION>
                                                           Retained       Accumulated
                                                           Earnings          Other           Total
                                                          Accumulated    Comprehensive   Stockholders'
                                                            Deficit)         Income         Equity
                                                          -----------    -------------   -------------
<S>                                                       <C>             <C>             <C>
Balance, December 31, 2002                                $   123,931     $        --     $ 4,536,053
Other comprehensive income (loss):
    Net income (loss)                                       1,575,853              --       1,569,186
    Comprehensive income - foreign currency translation            --              --              --
                                                          -----------     -----------     -----------
    Total comprehensive income (loss)                       1,575,853              --       1,569,186
                                                          -----------     -----------     -----------
Dividend declared                                            (667,007)             --        (667,007)
Balance, December 31, 2003                                  1,032,777              --       5,438,232
Other comprehensive income (loss):
    Net income (loss)                                       2,978,085              --       2,970,715
    Comprehensive income - foreign currency translation            --              --              --
                                                          -----------     -----------     -----------
    Total comprehensive income (loss)                       2,978,085              --       2,970,715
                                                          -----------     -----------     -----------
Less: Capital Distribution                                 (1,208,080)             --      (1,208,080)
Balance, December 31, 2004                                  2,802,782              --       7,200,867
Issuance of stocks pursuant to share exchange agreement            --              --           4,309
Other comprehensive income (loss):
    Net income (loss)                                       2,154,484              --       2,152,954
    Comprehensive income - foreign currency translation            --         159,287         159,287
                                                          -----------     -----------     -----------
    Total comprehensive income (loss)                       2,154,484         159,287       2,312,241
                                                          -----------     -----------     -----------
Balance, September 30, 2005                               $ 4,957,266     $   159,287     $ 9,517,417
                                                          ===========     ===========     ===========
</TABLE>

                 See notes to consolidated financial statements


                                       -5-
<PAGE>

                   KUSHI NATURAL FOODS CORP. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (RESTATED)

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         For the Nine Months Ended
                                                                                September 30,
                                                                        --------------------------
                                                                            2005           2004
                                                                        -----------    -----------
<S>                                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                          $ 2,154,484    $ 2,417,179
    Adjustments to reconcile net income to net cash provided by
       operating activities:
       Depreciation and amortization                                        168,495        124,947
       Minority interest                                                    187,889        210,189
    Changes in assets and liabilities:
       Accounts receivable                                                  980,475       (962,603)
       Inventories                                                           10,794        351,019
       Prepayments and other current assets                                 642,859         52,789
       Accounts payable and accrued expenses                               (903,697)       455,445
       Customer deposits                                                    (22,811)         6,040
       Taxes payable                                                        725,851        329,822
       Other current liabilities                                            (47,236)       205,161
                                                                        -----------    -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                 3,897,103      3,189,988
                                                                        -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Return of deposits                                                    1,233,030             --
    Acquisition of investment                                            (1,726,243)            --
    Proceeds from sale of marketable securities                               4,309             --
    Minority shareholders' share of the equity of Hanxin's subsidiary       246,606             --
    Purchase of property and equipment                                      (33,028)      (464,303)
                                                                        -----------    -----------
NET CASH FLOWS USED IN INVESTING ACTIVITIES                                (275,326)      (464,303)
                                                                        -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from mortgage payable                                          369,909             --
    Payments of mortgage payable                                                 --       (193,293)
    Proceeds from long-term debt                                                 --         64,028
    Payments of long-term debt                                               (3,942)        (1,244)
    Payment to stockholders/officers                                       (223,059)      (469,480)
    Proceeds from stockholders/officers                                   1,319,682      1,214,319
    Dividend                                                                     --       (773,331)
                                                                        -----------    -----------
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES                 1,462,590       (159,001)
                                                                        -----------    -----------
FOREIGN CURRENCY TRANSACTION GAINS                                           32,336             --
                                                                        -----------    -----------
NET INCREASE IN CASH AND CASH  EQUIVALENTS                                5,116,703      2,566,684
CASH AND CASH EQUIVALENTS - beginning of period                           1,027,869        608,536
                                                                        -----------    -----------
CASH AND CASH EQUIVALENTS - end of period                               $ 6,144,572    $ 3,175,220
                                                                        ===========    ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW  INFORMATION:
        Interest paid                                                   $    15,371    $    10,809
                                                                        ===========    ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH  TRANSACTION:
        In April 2005 and August 2005, the Company completed two
           mergers (Note 1)
</TABLE>

                 See notes to consolidated financial statements.


                                      -6-
<PAGE>

                   KUSHI NATURAL FOODS CORP. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Unaudited)

NOTE 1 - ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The Organization and operations

      Kushi Natural Foods Corp. (the "Company") was incorporated on August 1,
1996, under the laws of the State of Delaware. Prior to the merger of Kushi, the
Company was inactive.

      The Company owns 100% of Hanxin (Cork) International Holding Co., Ltd.
("Hanxin International"), a British Virgin Islands limited liability
corporation, organized in September 2004. Hanxin International owns 100% of
Xi'An Cork Investments Consultative Management Co., Ltd. ("Xi'An"), which owns
92% of Xian Hanxin Technology Co., Ltd. ("Hanxin"), incorporated in July 2002,
both People's Republic of China (PRC) corporations.

      Hanxin is engaged in developing, manufacturing and marketing of cork wood
floor, wall and decorating materials. Presently, approximately 75% of Hanxin's
sales are to customers in China and the balance of its sales are made to
customers in India, the United States, Germany and Japan.

      Merger of Kushi

      In August 2005, the Company, through Kushi Sub, Inc., a newly formed
Delaware corporation and wholly-owned subsidiary of the Company ("Acquisition
Sub") acquired all the ownership interest in Hanxin International. The Company
acquired Hanxin International in exchange for: (i) 24,000,000 shares of common
stock and (ii) 1,000 shares of the Series A Preferred Stock of the Company.

      Subsequent to the merger and upon the conversion of the Series A, the
former shareholders of Hanxin International will own 95% of the outstanding
shares of the Company's common stock. As a result of the ownership interests of
the former shareholders of Hanxin International, for financial statement
reporting purposes, the merger was treated as a reverse acquisition, with Hanxin
International deemed the accounting acquirer and Kushi deemed the accounting
acquiree.

      Merger of Hanxin

      In April 2005, Hanxin International acquired a 92% interest in Hanxin
through its wholly-owned subsidiary, Xi'An. As a result of the ownership
interests of the former stockholders of Hanxin, for financial statement purpose,
the merger was treated as a reverse acquisition, with Hanxin deemed the
accounting acquirer and Hanxin International deemed the accounting acquiree.


                                       -7-
<PAGE>

      Summary of significant accounting policies

      Basis of presentation

      The accompanying unaudited financial statements and related notes have
been prepared in accordance with accounting principles generally accepted in the
U.S. for interim financial information and with the rules and regulations of the
Securities and Exchange Commission for Form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation of the consolidated
financial position, results of operations and cash flows for the interim periods
have been included. These financial statements should be read in conjunction
with the consolidated financial statements of Hanxin (Cork) International
Holding Co., Ltd. and Subsidiaries for the years ended December 31, 2004 and
2003 and notes thereto contained in Form 8-K as filed with the Securities and
Exchange Commission on August 10, 2005. Interim results are not necessarily
indicative of the results for a full year.

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

      Use of estimates

      The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reporting amounts of revenues and expenses during the
reported period. Significant estimates in 2005 and 2004 include the estimated
useful lives and fair values of the assets. Actual results could differ from
those estimates.

      Cash and cash equivalents

      The Company considers all highly liquid temporary cash investments with an
original maturity of three months or less when purchased, to be cash
equivalents.

      Inventories

      The Company values inventories, consisting of finished goods, work in
progress and raw materials, at the lower of cost or market. Cost is determined
on the weighted average method.


                                       -8-
<PAGE>

      Property and equipment

      Property and equipment are recorded at cost. Expenditures for major
additions and betterments are capitalized. Maintenance and repairs are charged
to operations as incurred. Depreciation of property and equipment is computed by
the straight-line method over the assets estimated useful lives. Leasehold
improvements are amortized over the lesser of the lease term or the asset's
useful lives. Upon sale or retirement of plant and equipment, the related cost
and accumulated depreciation are removed from the accounts and any gain or loss
is reflected in operations.

      Investment

      Investment is recorded at cost.

      Impairments of long-lived assets

      If facts and circumstances indicate that the carrying value of investment,
property and equipment and land use rights may be impaired, an evaluation of
recoverability would be performed. If an evaluation were required, the estimated
future undiscounted cash flows associated with the asset would be compared to
the asset's carrying amount to determine if a write-down to fair value is
required. At September 30, 2005, the Company does not believe that any
impairments have occurred.

      Net income per share

      Basic net income per share is computed by dividing net income by the
weighted average number of shares of common stock outstanding during the period.
Diluted income per share is computed by dividing net income by the weighted
average number of shares of common stock and potentially outstanding shares of
common stock during each period.

      Concentration of credit risk

      The Company's financial instruments consist primarily of cash, which is
invested in money market accounts, accounts receivable, and accounts payable.
The Company considers the book value of these instruments to be indicative of
their respective fair value. The Company places its temporary cash investments
with high credit quality institutions to limit its exposure. Almost all of the
Company's sales are credit sales which are primarily to customers whose ability
to pay is dependent upon the industry economics prevailing in these areas;
however, concentrations of credit risk with respect to trade accounts receivable
is limited due to generally short payment terms. The Company also performs
ongoing credit evaluations of its customers to help further reduce credit risk.


                                       -9-
<PAGE>

      Fair value of financial instruments

      The carrying amounts reported in the balance sheet for cash, accounts
receivable, other current assets, loan payable, accounts payable, accrued
expenses, taxes payable and other current liabilities approximate fair value
based on the short-term maturity of these instruments. The Company's long-term
debt approximates the fair value of such instrument based upon management's best
estimate of interest rates that would be available to the Company for similar
financial arrangements at September 30, 2005.

      Minority interest

      Minority interest represents the minority shareholders' proportionate
share of the equity of the Company's subsidiary, XIAN, which was 8% at September
30, 2005. The minority interest is adjusted each period for the minority's share
of the earnings or losses of Xi'AN.

      Foreign currency translation

      The reporting currency of the Company is the U.S. dollar. The functional
currencies of the Company's subsidiaries are local currencies, primarily the
Chinese Renminbi. The financial statements are translated into U.S. dollars
using period-end rates of exchange for assets and liabilities and average rates
of exchange for the period for revenues and expenses. Translation adjustments
resulting from the process of translating the local currency financial
statements into U.S. dollars are included in determining comprehensive income or
loss.

      Revenue recognition

      The Company's revenues from the sale of products are recognized when the
goods are shipped, title passes, the sales price to the customer is fixed and
collectibility is reasonably assured. Persuasive evidence of an arrangement is
demonstrated via purchase order from distributor, our customer, product delivery
is evidenced by warehouse shipping log as well as signed bill of lading from the
trucking company and no product return is allowed except defective or damaged
products, the sales price to the customer is fixed upon acceptance of purchase
order, there is no separate sales rebate, discounts, and volume incentives.

      Advertising costs

      Advertising costs are recognized as incurred. Advertising costs were
$59,783 and $98,072 for the nine months ended September 30, 2005 and 2004,
respectively.

      Shipping and handling costs

      Shipping and handling costs are classified as cost of sales and recognized
when the related sale is recognized. Shipping and handling costs were $97,714
and $85,659 for the nine months ended September 30, 2005 and 2004, respectively.


                                      -10-
<PAGE>

      New accounting pronouncements

      Management does not believe that any recently issued, but not yet
effective accounting pronouncements, if adopted, would have a material effect on
the accompanying consolidated financial statements.

NOTE 2 - INVENTORIES

      Inventories at September 30, 2005, consisted of the following:

            Raw material                            $ 582,864
            Work in process                            38,922
            Finished goods                             60,659
                                                    ---------
                                                    $ 682,445
                                                    =========

NOTE 3 - PREPAYMENTS AND OTHER CURRENT ASSETS

      As of September 30, 2005, the Company prepaid $498,657 to vendors to
secure release of certain raw materials, machinery and rent as required by
certain vendors and $3,296 to employees for travel advances. For the nine months
ended September 30, 2005 and 2004, the amounts of prepayments applied to
purchases were $2,922,843 and $0, respectively.

NOTE 4 - INVESTMENT

      On June 28, 2005, the Company purchased a 12% interest in Shaanxi DeRong
Technology Information Development Co. Ltd., a PRC corporation, was incorporated
on February 2, 2000 in Xi'An, Shaanxi, China, and which owns a cork tree forest
plantation, for $1,726,243.


                                      -11-
<PAGE>

NOTE 5 - PROPERTY AND EQUIPMENT

      At September 30, 2005, property and equipment consisted of the following:

                                             Estimated Life
                                             --------------
            Buildings and improvement            27 - 35           $ 1,829,854
            Manufacturing equipment                 8                1,070,292
            Office furniture and equipment          5                  114,487
            Vehicle                                 8                   55,113
            Construction in progress                                       890
                                                                   -----------
                                                                     3,070,636
            Less: Accumulated depreciation                            (553,617)
                                                                   -----------
                                                                   $ 2,517,019
                                                                   ===========

      For the nine months ended September 30, 2005 and 2004, depreciation
expense amounted to $165,276 and $121,793, respectively.

NOTE 6 - LAND USE RIGHT

      The Company purchased the right to use a parcel of land for 40 years on
September 27, 2001. The purchase price is being amortized over the term of the
right.

      At September 30, 2005, land use right at cost, less accumulated
amortization consisted of the following:

            Land use right                      $ 171,705
            Less: Accumulated amortization        (17,170)
                                                ---------
                                                $ 154,535
                                                =========

      For nine months ended September 30, 2005 and 2004, amortization expense
amounted to $3,219 and $3,154, respectively.


                                      -12-
<PAGE>

NOTE 7 - MORTGAGE PAYABLE

      At September 30, 2005, mortgage payable to a bank, with interest at
9.486%, per annum, with interest payable on a monthly basis and principal due
May 12, 2006 and collateralized by a certain building and land use right.

NOTE 8 - LONG-TERM DEBT

      At September 30, 2005, long-term debt consisted of the following:

      Long term debt to a bank in monthly installments,
      with interest at 5.04%, per annum, due June 25, 2014
      and collateralized by a certain building.                   $  58,862

      Less: Current portion                                          (5,492)
                                                                  ---------
                                                                  $  53,370
                                                                  =========

      The minimum future payments of long-term debt for the next five years are
as follows:

      2005 (10/01/2005 to 12/31/2005)         $  1,347
      2006                                       5,562
      2007                                       5,849
      2008                                       6,150
      2009                                       6,467
      2010                                       6,801
      Thereafter                                26,686
                                              --------
                                              $ 58,862
                                              ========

      Under the terms of the long-term debt, the interest rate changes in
accordance with change of the inter-banking borrowing rate set by the People's
Bank of China (China's central bank).

NOTE 9 - LOAN FROM STOCKHOLDERS

      Loan from stockholders are non-interest bearing and due on demand.


                                      -13-
<PAGE>

NOTE 10 - STOCKHOLDERS' EQUITY

      On August 8, 2005, the Company designated 1,000 shares of Series A
Preferred Stock (Series A), which are convertible into 177,185,642 shares of the
Company's common stock upon the Company's amendment of its Certificate of
Incorporation to increase the Company's authorized shares of common stock to not
less that 200,000,000 shares.

      On September 30, 2005, effective in December 2005, the Company's
stockholders approved but have not yet filed an amendment to its Certificate of
Incorporation to: (1) change its name to HanKersen International Corp.; (2)
increase the authorized shares of preferred stock, par value $0.0001, per share,
to 5,000,000 shares, and (3) increase the authorized shares of common stock, par
value $.0001, per share, to 200,000,000 shares.

      On September 30, 2005, the Company declared a reverse common stock split,
effective December 9, 2005, whereby one share of common stock will be issued in
exchange for every six shares of common stock outstanding. All net income per
share amounts have been restated to reflect the reverse stock split.

NOTE 11 - INCOME TAXES

      The Company and its U. S. subsidiary will file consolidated Federal and
state income tax returns. The Company's PRC subsidiaries file income tax returns
under the Income Tax Law of the People's Republic of China concerning Foreign
Investment Enterprises and Foreign Enterprises and local income tax laws. The
Company's BVI subsidiary is exempt from income taxes.

      Per PRC Income Tax Law, any new corporation is exempt from income tax for
the first two years, and 50% exemption of income tax for the next three years
for non high-tech corporation or 15% tax rate for corporation qualified by State
Science and Technology Commission as "High Tech corporation" located in State
"High Tech Zone" approved by China State Council. The Company is qualified as a
High Tech corporation. Based on this regulation, the Company is exempt from
income tax in 2003 and 2004. The Company's tax-exempt status is terminated as of
December 31, 2004 and its income is subject to 15% tax as of January 1, 2005. As
a result, the Company had tax-exempt benefit in the amount of $0 and $362,577,
or $0 and $3.73 per share for the nine months ended September 30, 2005 and 2004,
respectively.

At September 30, 2005, taxes payable consisted of the following:

      Value-added tax                            $ 1,099,949
      Corporate income tax provision                 351,132
      Local taxes and surcharges                      26,499

                                                 $ 1,477,580


                                      -14-
<PAGE>

NOTE 12 - CONCENTRATION OF CREDIT RISK

      Concentration of credit risk with respect to trade accounts receivable are
limited as customers represent a wide variety of companies who are dispersed
throughout China. Three customers accounted for 60.0% of trade accounts
receivable as of September 30, 2005.

NOTE 13 - FOREIGN SUBSIDIARIES

      Operations

      Substantially all of the Companies' operations are carried out and all of
its assets are located in the PRC. Accordingly, the Companies' business,
financial condition and results of operations may be influenced by the
political, economic and legal environments in the PRC. The Companies' business
may be influenced by changes in governmental policies with respect to laws and
regulations, anti-inflationary measures, currency fluctuation and remittances
and methods of taxation, among other things.

      Dividends and Reserves

      Under laws of the PRC, net income after taxation can only be distributed
as dividends after appropriation has been made for the following: (i) cumulative
prior years' losses, if any; (ii) allocations to the "Statutory Surplus Reserve"
of at least 10% of net income after tax, as determined under PRC accounting
rules and regulations, until the fund amounts to 50% of the Company's registered
capital; (iii) allocations of 5-10% of income after tax, as determined under PRC
accounting rules and regulations, to the Company's "Statutory Common Welfare
Fund", which is established for the purpose of providing employee facilities and
other collective benefits to employees in China; and (iv) allocations to any
discretionary surplus reserve, if approved by shareholders.

      As of September 30, 2005, the Company's PRC subsidiaries established and
segregated in retained earnings an aggregate amount for the Statutory Surplus
Reserve and the Statutory Common Welfare Fund of $918,501.


                                      -15-
<PAGE>

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

      The following analysis of our consolidated financial condition and results
of operations for the nine months ended September 30, 2005 and 2004, should be
read in conjunction with the consolidated financial statements, including
footnotes, and other information presented in our annual report of Form 8-K as
filed with the Securities and Exchange Commission.

      Overview

      On August 9, 2005, under an Agreement and Plan of Merger, the Company,
through Kushi Sub, Inc., a newly formed Delaware corporation and wholly-owned
subsidiary of the Registrant ("Acquisition Sub") acquired a 100% ownership
interest in Hanxin (Cork) International Holding Co., Ltd., a British Virgin
Islands limited liability corporation ("Hanxin International"). The Registrant
acquired Hanxin International in exchange for (i) 24,000,000 shares of the
Registrant's common stock and (ii) 1,000 shares of the Registrant's Series A
Preferred Stock, which are convertible into 177,185,642 shares of the
Registrant's common stock (the "Merger"). Hanxin International is the direct
parent of Xi'An Cork Investments Consultative Management Co., a People's
Republic of China corporation ("Xi'An") and as the indirect parent of Xian
Hanxin Science and Technology Co., Ltd., a People's Republic of China
corporation ("Hanxin") both privately-held corporations. The aggregate amount of
shares of common stock issuable to the shareholders of Hanxin International
pursuant to the Merger, taking into account conversion of all of shares of the
Series A Preferred Stock, shall represent 95% of the issued and outstanding
shares of the Registrant's common stock. Under the terms of the Agreement and
Plan of Merger (the "Agreement") executed on July 11, 2005, the current
stockholders of the Registrant will continue to own an aggregate of 5% of the
issued and outstanding shares of the Registrant's common stock. For financial
reporting purposes, the exchange of stock was treated as a reverse acquisition
of Hanxin with the former shareholders of the Company retaining 10,588,718
shares of common stock, or approximately 5% of the outstanding stock, after
giving effect to the conversion of 1,000 Series A Preferred shares which, on an
as if converted basis of 177,185,642 common shares, gives Hanxin shareholders a
controlling interest in the Company. Hanxin International was deemed the
accounting acquirer and the Registrant was deemed the accounting acquiree.

      Subsequent to the Merger, Acquisition Sub now owns 100% of Xi'An, which,
in turn, will continue to own ninety two percent (92%) of the issued and
outstanding shares of capital stock of Hanxin.

      Hanxin (Cork) International Holding Co., Ltd. incorporated in September
2004, in the British Virgin Islands, acquired a 92% interest in Xi'an Hanxin
Technology Co., Ltd. ("Hanxin") through its wholly-owned subsidiary, Xi'an Cork
Investments Consultative Management Co., Ltd., in April 2005. Xi'an Hanxin
Technology Co. Ltd. incorporated in July 2002 in Shaanxi Province, China,
engages in developing, manufacturing and marketing of cork wood floor, wall and
decorating materials.

      Hanxin is a manufacturing company based in China, which produces
cork-building material sold under the Hanxin brand name. Presently,
approximately 75% of Hanxin's sales are to customers in China, and the balance
of its sales are made to customers in India, the United States, Germany and
Japan. Hanxin currently owns 4 cork processing technology related patents in
China.


                                      -16-
<PAGE>

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

      Hanxin' s objective is to utilize the cost advantages of being based in
China in order to become a leading cork processor. In order to achieve its
objectives Hanxin plans to increase its sales and marketing efforts, to seek to
acquire other cork exporting companies in China and to establish its own cork
plantation. There can be no assurance that Hanxin will be able to achieve these
objectives.

      Foreign Exchange Considerations

      Even though we are a U.S. company, because all of our operations are
located in the PRC, we face certain risks associated with doing business in that
country. These risks include risks associated with the ongoing transition from
state business ownership to privatization, operating in a cash-based economy,
dealing with inconsistent government policies, unexpected changes in regulatory
requirements, export restrictions, tariffs and other trade barriers, challenges
in staffing and managing operations in a communist country, differences in
technology standards, employment laws and business practices, longer payment
cycles and problems in collecting accounts receivable, changes in currency
exchange rates and currency exchange controls. We are unable to control the vast
majority of these risks associated both with our operations and the country in
which they are located and these risks could result in significant declines in
our revenues.

      Because revenues from our operations in the PRC accounted for 100% of our
consolidated net revenues, how we report net revenues from our PRC-based
operations is of particular importance to understanding our financial
statements. Transactions and balances originally denominated in U.S. dollars are
presented at their original amounts. Transactions and balances in other
currencies are converted into U.S. dollars in accordance with Statement of
Financial Accounting Standards (SFAS) No. 52, "Foreign Currency Translation,"
and are included in determining comprehensive net income or loss. For foreign
operations with the local currency as the functional currency, assets and
liabilities are translated from the local currencies into U.S. dollars.
Translation adjustments resulting from the process of translating the local
currency financial statements into U.S. dollars are included in determining
comprehensive income or loss.

      The functional currency of our Chinese subsidiaries is the Chinese RMB,
the local currency. The financial statements of the subsidiaries are translated
to U.S. dollars using year-end rates of exchange for assets and liabilities, and
average rates of exchange for the period for revenues, costs, and expenses. Net
gains and losses resulting from foreign exchange transactions are included in
the consolidated statements of operations and were not material during the
periods presented. Until 1994, the RMB experienced a gradual but significant
devaluation against most major currencies, including U.S. dollars, and there was
a significant devaluation of the RMB on January 1, 1994 in connection with the
replacement of the dual exchange rate system with a unified managed floating
rate foreign exchange system. Since 1994, the value of the RMB relative to the
U.S. Dollar has remained stable and has appreciated slightly against the U.S.
dollar. Countries, including the United States, have argued that the RMB is
artificially undervalued due to China's current monetary policies and have
pressured China to allow the RMB to float freely in world markets.


                                      -17-
<PAGE>

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

      On July 21, 2005, the PRC reported that it would have its currency pegged
to a basket of currencies rather than just tied to a fixed exchange rate to the
dollar. It also increased the value of its currency 2% higher against the
dollar, effective immediately. If any devaluation of the RMB were to occur in
the future, returns on our operations in China, which are expected to be in the
form of RMB, will be negatively affected upon conversion to U.S. dollars.
Although we attempt to have most future payments, mainly repayments of loans and
capital contributions, denominated in U.S. dollars, if any increase in the value
of the RMB were to occur in the future, our product sales in China and in other
countries may be negatively affected.

      Critical Accounting Policies

      The discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these consolidated financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an on-going basis, we evaluate our estimates based on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

      A summary of significant accounting policies is included in Note 1 to the
consolidated financial statements. Management believes that the application of
these policies on a consistent basis enables us to provide useful and reliable
financial information about our operating results and financial condition.

      We record property and equipment at cost. Depreciation is provided using
the straight-line method over the estimated economic lives of the assets, which
are from five to 35 five years. Expenditures for major renewals and betterments
that extend the useful lives of property and equipment are capitalized.
Expenditures for maintenance and repairs are charged to expense as incurred. We
review the carrying value of long-lived assets for impairment at least annually
or whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. Recoverability of long-lived assets is
measured by comparison of its carrying amount to the undiscounted cash flows
that the asset or asset group is expected to generate. If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the property, if any, exceeds its fair
market value.

      The Company's revenues from the sale of products are recognized when the
goods are shipped, title passes, the sales price to the customer is fixed and
collectibility is reasonably assured. Persuasive evidence of an arrangement is
demonstrated via purchase order from customer, product delivery is evidenced by
warehouse shipping log as well as bill of lading from the trucking company and
no product return is allowed except defective or damaged products, the sales
price to the customer is fixed upon acceptance of purchase order, there is no
separate sales rebate, discounts, and volume incentives.


                                      -18-
<PAGE>

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

      RESULTS OF OPERATIONS

      NINE MONTHS ENDED SEPTEMBER 30, 2005 AS COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2004

      Revenues

      For the nine months ended September 30, 2005, our revenues were $9,252,593
as compared to $8,108,771 for the nine months ended September 30, 2004, an
increase of $1,153,822 or approximately 14.2%. We attribute this increase in net
revenues to a better marketing effort, gradual acceptance of our cork wood
floor, wall and decorating materials in the residential as well as commercial
real estate market, and our well known brand recognition.

      Cost of Sales and Gross Profit

      For the nine months ended September 30, 2005, cost of sales amounted to
$5,202,225 or 56.2% of net revenues as compared to cost of sales of $4,242,067
or 52.3% of net revenues for the nine months ended September 30, 2004, a
percentage increase of 3.9% due mainly to price increase in raw materials. Gross
profit for the nine months ended September 30, 2005 was $4,060,369 or 43.8% of
revenues, as compared to $3,866,704 or 47.7% of revenues for the nine months
ended September 30, 2004.

      Operating Expenses

      Our operating expenses significantly decreased for the nine months ended
September 20, 2005 from the nine months ended September 30, 2004 as a result of
decreased selling expenses, which was attributable to decrease in direct
advertising and trade show, offset in part by increased commissions associated
with our increased revenues, offset by reduced direct advertising and trade
show, as well as decreased general and administrative costs which is primarily
attributable to decreases in technical consulting and charitable contributions.
Expenditures for technical consulting during 2004 and in 2005 should decrease in
future periods as we anticipate that this project will be completed in 2005.
Charitable contribution made during 2004 included building a cultural center and
new road for the township where the Company's manufacturing facility located. We
anticipate increases in legal and accounting fees during 2005 and 2006 which are
associated with our SEC filings as well as continued compliance with provisions
of the Sarbanes-Oxley Act of 2002, including new provisions which will be
effective in 2007. These increases could serve to reduce our net income absent a
significant increase in our revenues at the current gross profit margins.


                                      -19-
<PAGE>

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

      For the nine months ended September 30, 2005, total operating expenses
were $1,145,669 as compared to $1,283,718 for the nine months ended September
30, 2004, a decrease of $138,049 or 10.8%.

      Included in this decrease were:

      * For the nine months ended September 30, 2005, selling expenses amounted
to $887,120 as compared to $891,522 for the nine months ended September 30,
2004, a decrease of $4,402 or 0.5%. For the nine months ended September 30,
2005, we experienced an increase in commission expenses of approximately $97,000
associated with our increased revenues. These increases were offset by a
decrease in shipping and freight costs of approximately $9,000 and a decrease in
direct advertising and trade show of $101,000.

      * For the nine months ended September 30, 2005, general and administrative
expenses were $258,549 as compared to $392,196 for the nine months ended
September 30, 2004, a decrease of $133,647 or 34.1%. The decrease is primarily
attributable to a decrease of approximately $100,000 in business and technical
consulting fees, a decrease of $54,000 in charitable contribution made during
2004 included building a cultural center and new road for the township where the
Company's manufacturing facility located, a decrease of $21,000 in travel and
entertainment expenses. These decreases were offset by an increase in general
operating expenses such as office expenses, rent, meetings and seminars, and
telephone expense associated with increased operations.

      For the nine months ended September 30, 2005, other expenses amounted to
$222,901 as compared to other income of $44,382 for the nine months ended
September 30, 2004. Other expense (income) for the nine months ended September
30, 2005 and 2004 was associated with reverse-merger acquisition cost of
$280,179 in 2005 and rental income from its entertainment facility.

      For the nine months ended September 30, 2005, interest expense was $15,371
as compared to $10,809 for the nine months ended September 30, 2004, an increase
of $4,562 or 42.2%. Interest expense for the nine months ended September 30,
2005 and 2004 was associated with our borrowings.

      Our income before income taxes increased by $64,431 or 2.5% to $2,691,799
for the nine months ended September 30, 2005 as compared to $2,627,368 for the
nine months ended September 30, 2004 primarily as a result of a decrease in
total operating expense described above offset by approximate 3.9% decrease in
our gross profit margins for the nine months ended September 30, 2005 from 2004
period, as well as reverse-merger related acquisition cost.

      Our income taxes increased by $349,426 for the nine months ended September
30, 2005 as compared to $0 for the nine months ended September 30, 2004 due to
the fact that the Company's tax-exempt status is terminated as of December 31,
2004 and itis subject to 15% corporate income tax provision afterwards.


                                      -20-
<PAGE>

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

      Our income before minority interest decreased by $284,995 or 10.8% to
$2,342,373 for the nine months ended September 30, 2005 as compared to
$2,627,368 for the nine months ended September 30, 2004 primarily as a result of
an increase in income taxes of $349,426 described above.

      For the nine months ended September 30, 2005, we reported a minority
interest in income of subsidiary (Hanxin) of $187,889 as compared to $210,189
for the nine months ended September 30, 2004. The minority interest in income of
subsidiary is attributable to Hanxin, which we allocated to the minority
stockholders, and had the effect of reducing our net income.

      As a result of these factors, we reported net income of $2,154,484 or $.01
per diluted share for the nine months ended September 30, 2005 as compared to
net income of $2,417,179 or $.01 per diluted share for the nine months ended
September 30, 2004.

      LIQUIDITY AND CAPITAL RESOURCES

      At September 30, 2005, we had working capital of $6,457,697 and cash and
cash equivalents of $6,144,572. At September 30, 2005, our cash position by
geographic area is as follows:

      United States     $      551
      China              6,144,021
                        ----------
      Total             $6,144,572
                        ==========

      During 2005, we increased our sales by $1,153,822 or 14.2% while reduced
our accounts receivable balance by $980,475 or 42.0% since December 31, 2004.

      In order to make sure we have a sufficient supply of raw materials for
production in 2005, we have advanced $1,012,094 to our vendors for tree skins in
2004. During 2005, we received a substantial amount of these raw materials,
which decreased our prepaid expenses since December 31, 2004 by approximately
$643,000 on our consolidated balance sheet.

      During 2005, we reduced our accounts payable, accrued expenses and other
current liabilities by $949,403 or 78.6% since December 31, 2004.

      During 2005, we purchased a 12% interest in Shaanxi DeRong Technology
Information Development Co. Ltd., a People's Republic of China corporation that
incorporated on February 2, 2000 in Xi'An, Shaanxi, China, engages in cork tree
plantation, for $1,726,243.


                                      -21-
<PAGE>

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

      During 2005, we collected all advances made to shareholders and officers
and one of the shareholders advanced $78,349 to the Company. At September 30,
2005, the Company owed the shareholder $78,349.

      As of September 30, 2005, we had $369,909 of a short term mortgage payable
maturing on May 12, 2006. Given the fact that we have working capital of
$6,457,697 and cash and cash equivalents of 6,144,572 as of September 30, 2005,
we do not foreseen our inability to meet this debt obligation.

      Net cash provided by operating activities increased from $3,189,988 for
the nine months ended September 30, 2004 to $3,897,103 for the nine months ended
September 30, 2005. This increase is primarily attributable to:

      * a decrease of $262,695 in our net income,

      * an increase of $43,548 in depreciation and amortization as a result of
the fact that certain property, plant and equipment was added in 2005.

      * a decrease of $22,300 in minority interest which represents that portion
of our net income which is attributable to the 8% of Hanxin we do not own,

      * a decease of $1,943,078 in accounts receivable mainly attributable to
the fact that we have been collecting our receivables in a more timely manner,

      * a decrease of $340,225 in inventory as a result of better inventory
management . We expect our inventory levels to rise as we increase our cork wood
floor, wall and decorating materials production,

      * a decrease of $590,070 in prepaid and other current assets, as a result
of substantial amount of raw materials being received for advances made to
suppliers.

      * a decrease of $1,638,860 in accounts payable and accrued expenses and
other current liabilities as a result of the repayment of balances due from our
cash provide by operations,

      * an increase of $396,069 in taxes payable as a result of the accrual of
income tax payable in the current year upon the expiration of the exemption
allowed under Chinese tax law,

      Net cash used in investing activities decreased to $275,326 for the nine
months ended September 30, 2005 as compared to $464,303 for the nine months
ended September 30, 2004. This change is primarily the result of an increase of
$1,726,243 in strategic investment during the nine months ended September 30,
2005, offset in part by a refund of $1,233,030 from abandoned acquisition, of
which the Company was interested in acquiring in 2004 and decrease in minority
interest vs. an increase of $464,303 in capital expenditures for the acquisition
of manufacturing equipment as compared to the prior period.


                                      -22-
<PAGE>

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

      Net cash provided by financing activities was $1,462,590 for the nine
months ended September 30, 2005 as compared to $159,001 net cash used for the
nine months ended September 30, 2004. This change is primarily attributable to
an addition of mortgage payable and collection of due from shareholders and
officers during the nine months ended September 30, 2005. For the nine months
ended September 30, 2005 we received proceeds of $369,909 from mortgage payable
from Xi'an Commercial Bank, collected $1,096,623 from our shareholders and
officers and repaid long-term debt of $3,942 to a bank. For the nine months
ended September 30, 2004, we received proceeds of $64,028 from long-term debt,
collected $744,839 from our shareholders and officers offset by repayment of a
loan of $193,293 and dividend payment of $773,331.

      Foreign currency translation gain of $32,336,

      We currently have no material commitments for capital expenditures.

      OPERATING RISK

      (a) Country risk

      The Company's revenues are mainly derived from the sale of paper products
in the Peoples Republic of China (PRC). The Company hopes to expand its
operations to countries outside the PRC, however, such expansion has not been
commenced and there are no assurances that the Company will be able to achieve
such an expansion successfully. Therefore, a downturn or stagnation in the
economic environment of the PRC could have a material adverse effect on the
Company's financial condition.

      (b) Products risk

      In addition to competing with other Chinese companies, the Company could
have to compete with larger US and European companies who have greater funds
available for expansion, marketing, research and development and the ability to
attract more qualified personnel if access is allowed into the PRC market. If
U.S. and European companies do gain access to the PRC markets, they may be able
to offer products at a lower price. There can be no assurance that the Company
will remain competitive should this occur.

      (c) Exchange risk

      The Company can not guarantee that the current exchange rate will remain
steady, therefore there is a possibility that the Company could post the same
amount of profit for two comparable periods and because of a fluctuating
exchange rate actually post higher or lower profit depending on exchange rate of
Chinese Renminbi converted to US dollars on that date. The exchange rate could
fluctuate depending on changes in the political and economic environments
without notice.


                                      -23-
<PAGE>

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

      (d) Political risk

      Currently, PRC is in a period of growth and is openly promoting business
development in order to bring more business into PRC. Additionally PRC allows a
Chinese corporation to be owned by a United States corporation. If the laws or
regulations are changed by the PRC government, the Company's ability to operate
the PRC subsidiaries could be affected.

      (e) Key personnel risk

      The Company's future success depends on the continued services of
executive management in China. The loss of any of their services would be
detrimental to the Company and could have an adverse effect on business
development. The Company does not currently maintain key-man insurance on their
lives. Future success is also dependent on the ability to identify, hire, train
and retain other qualified managerial and other employees. Competition for these
individuals is intense and increasing.

      (f) Performance of subsidiaries risk

      All of the Company's revenues is derived via the operations of the
Company's Chinese subsidiaries. Economic, governmental, political, industry and
internal company factors outside of the Company's control affect each of the
subsidiaries. If the subsidiaries do not succeed, the value of the assets and
the price of our common stock could decline. Some of the material risks relating
to the partner companies include the fact that the subsidiaries are located in
China and have specific risks associated with that and the intensifying
competition for the Company's products and services and those of the
subsidiaries.

      Off Balance Sheet Arrangements

      Under SEC regulations, we are required to disclose our off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors. An off-balance sheet arrangement means
a transaction, agreement or contractual arrangement to which any entity that is
not consolidated with us is a party, under which we have:

      o     Any obligation under certain guarantee contracts;
      o     Any retained or contingent interest in assets transferred to an
            unconsolidated entity or similar arrangement that serves as credit,
            liquidity or market risk support to that entity for such assets;
      o     Any obligation under a contract that would be accounted for as a
            derivative instrument, except that it is both indexed to our stock
            and classified in stockholder's equity in our statement of financial
            position; and
      o     Any obligation arising out of a material variable interest held by
            us in an unconsolidated entity that provides financing, liquidity,
            market risk or credit risk support to us, or engages in leasing,
            hedging or research and development services with us.


                                      -24-
<PAGE>

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

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

ITEM 3. CONTROLS AND PROCEDURES

      Our principal executive officer and principal financial officer evaluated
the effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended)
as of the end of the period covered by this report. Based on this evaluation,
our principal executive officer and principal financial officer have concluded
that our controls and procedures are effective in providing reasonable assurance
that the information required to be disclosed in this report has been recorded,
processed, summarized and reported as of the end of the period covered by this
report.

      There was no change in our internal controls over financial reporting (as
defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934) or, to our knowledge, in other factors during the period covered by this
report, that has materially affected or is reasonably likely to materially
affect our internal controls over financial reporting.


                                      -25-
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

      None

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

      None

Item 3. Defaults Upon Senior Securities

      None

Item 4. Submission of Matters to a Vote of Security Holders

      On September 30, 2005, stockholders owning 55.37% of the Company issued
      and outstanding common stock, pursuant to a written consent, voted to (i)
      elect new members to the Board of Directors; (ii) change the name of the
      Company to HanKersen International Corp.; (iii) increase the authorized
      shares of Common Stock of the Company to 200,000,0000; (iv) declare a one
      (1) for six (6) reverse stock split for all of its issued and outstanding
      shares of Common Stock as to holders of record on December 9, 2005; and
      (v) adopt the Company 2005 Long Term Equity Compensation Plan. The actions
      adopted in the consent are set forth in the Company's Information
      Statement which will be circulated to its shareholders on or about
      November 15, 2005 and shall take effect on or about December 9, 2005.

Item 5. Other Information

      None

Item 6. Exhibits

Exhibit
Number      Description
-------     -----------
31.1        Certification of the Chief Executive Officer pursuant to Section 302
            of the Sarbanes-Oxley Act of 2002
31.2        Certification of the Chief Financial Officer pursuant to Section 302
            of the Sarbanes-Oxley Act of 2002
32.1        Certification of Chief Executive Officer Certification pursuant to
            Section 906 of the Sarbanes- Oxley Act of 2002
32.2        Certification of Chief Financial Officer Certification pursuant to
            Section 906 of the Sarbanes- Oxley Act of 2002


                                      -26-
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has
caused his report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    KUSHI NATURAL FOODS CORP.

Dated: January 13, 2006             By: /s/ PENGCHENG CHEN
                                        ---------------------------------------
                                        Pengcheng Chen, Chief Executive Officer

                                    By: /S/ YI TONG
                                        ---------------------------------------
                                        Yi Tong, Chief Financial Officer


                                      -27-