UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q


(Mark
One)





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




For the
quarterly period ended November 30, 2008




 ̈
            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: 333-118259





CHINA
      SUN GROUP HIGH-TECH CO.


(Exact
      name of registrant as specified in its
charter)





Delaware
            54-2142880(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)








1
Hutan  Street, Zhongshan District


Dalian,
The  People’s Republic of China


(Address
of principal executive offices) (Zip Code)





011
– 86- (411) 8289-7752


(Registrant’s
telephone number, including area code)









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. TYes□No










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




Large
      accelerated filer □
              Accelerated
      filer  □Non-accelerated
      filer □
      (Do not check if a smaller reporting
      company)
              Smaller
      reporting company  T











Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). □  Yes  TNo


APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:




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







APPLICABLE
ONLY TO CORPORATE ISSUERS:





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





There are
presently 53,422,971 shares of common stock, $.001 par value, issued and
outstanding as of January 12,
2009.









TABLE
OF CONTENTS







PART
I – FINANCIAL INFORMATION






PageItem
      1.
                  Financial
      Statements
                  F-1Item
      2.
                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                  3Item
      3.
                  Quantitative
      and Qualitative Disclosures About Market Risk.
                  7Item
      4.
                  Controls
      and Procedures.
                  7







PART
II – OTHER INFORMATION






Item
      1.
              Legal
      Proceedings
              8Item
      1A.
              Risk
      Factors.
              8Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds.
              8Item
      3.
              Defaults
      Upon Senior Securities
              8Item
      4.
              Submission
      of Matters to a Vote of Security Holders.
              8Item
      5.
              Other
      Information.
              8Item
      6.
              Exhibits.
              8












PART
I – FINANCIAL INFORMATION









Item
1.                                Financial
Statements.










CHINA
SUN GROUP HIGH-TECH CO.





INDEX
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)








PageCondensed
      Consolidated Balance Sheets as of November 30, 2008 and May 31,
      2008
                
                F-2Condensed
      Consolidated Statements of Operations and Comprehensive Incomefor
      the three and six months ended November 30, 2008 and 2007
                
                F-3Condensed
      Consolidated Statements of Cash Flows for the six months ended November
      30, 2008 and 2007
                
                F-4Condensed
      Consolidated Statement of Stockholders’ Equity for the six months ended
      November 30, 2008
                
                F-5Notes
      to Condensed Consolidated Financial Statements
                
                F-6
      – F-16





F-1








CHINA
SUN GROUP HIGH-TECH CO.


CONDENSED
CONSOLIDATED BALANCE SHEETS


AS
OF NOVEMBER 30, 2008 AND MAY 31, 2008


(Currency
expressed in United States Dollars (“US$”), except for number of
shares)


(Unaudited)





November
      30, 2008
                              
                              
                              May
      31, 2008(Unaudited)
                              
                              
                              (Audited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                              
                              $
                              11,316,448
                              
                              
                              $
                              3,879,114Accounts
      receivable, trade
                              
                              
                              2,130,901
                              
                              
                              
                              1,302,176Inventories
                              
                              
                              1,958,730
                              
                              
                              
                              4,705,189Value-added
      tax receivable
                              
                              
                              -
                              
                              
                              
                              447,346Deposits
      and prepayments
                              
                              
                              641,223
                              
                              
                              
                              73,235Total
      current assets
                              
                              
                              16,047,302
                              
                              
                              
                              10,407,060Property,
      plant and equipment, net
                              
                              
                              14,520,018
                              
                              
                              
                              14,598,684TOTAL
      ASSETS
                              
                              $
                              30,567,320
                              
                              
                              $
                              25,005,744LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable, trade
                              
                              $
                              981,407
                              
                              
                              $
                              733,490Customer
      deposits
                              
                              
                              -
                              
                              
                              
                              338Value-added
      tax payable
                              
                              
                              318,657
                              
                              
                              
                              -Income
      tax payable
                              
                              
                              1,296,535
                              
                              
                              
                              980,027Other
      payables and accrued liabilities
                              
                              
                              513,582
                              
                              
                              
                              448,556Total
      liabilities
                              
                              
                              3,110,181
                              
                              
                              
                              2,162,411Commitments
      and contingenciesStockholders’
      equity:Convertible
      preferred stock, $0.001 par value; 2,000,000 shares authorized; no shares
      issued and outstanding as of November 30, 2008 and May 31,
      2008
                              
                              
                              -
                              
                              
                              
                              -Common
      stock, $0.001 par value; 100,000,000 shares authorized; 53,422,971 shares
      and 53,422,971 shares issued and outstanding as of November 30, 2008 and
      May 31, 2008
                              
                              
                              53,423
                              
                              
                              
                              53,423Additional
      paid-in capital
                              
                              
                              9,585,204
                              
                              
                              
                              9,585,204Accumulated
      other comprehensive income
                              
                              
                              3,003,232
                              
                              
                              
                              2,588,188Statutory
      reserve
                              
                              
                              899,819
                              
                              
                              
                              899,819Retained
      earnings
                              
                              
                              13,915,461
                              
                              
                              
                              9,716,699Total
      stockholders’ equity
                              
                              
                              27,457,139
                              
                              
                              
                              22,843,333TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                              
                              $
                              30,567,320
                              
                              
                              $
                              25,005,744





See
accompanying notes to condensed consolidated financial statements.




F-2




CHINA
SUN GROUP HIGH-TECH CO.


CONDENSED
CONSOLIDATED STATEMENTS OF


OPERATIONS
AND COMPREHENSIVE INCOME


FOR
THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2008 AND 2007


(Currency
expressed in United States Dollars (“US$”), except for number of
shares)


(Unaudited)





Three
      months ended November 30,
                          
                          
                          Six
      months ended November 30,2008
                          
                          
                          2007
                          
                          
                          2008
                          
                          
                          2007Revenues,
      net
                          
                          $
                          7,606,217
                          
                          
                          $
                          5,357,190
                          
                          
                          $
                          18,593,108
                          
                          
                          $
                          9,093,027Cost
      of revenue
                          
                          
                          4,815,862
                          
                          
                          
                          3,606,368
                          
                          
                          
                          11,650,171
                          
                          
                          
                          6,116,503Gross
      profit
                          
                          
                          2,790,355
                          
                          
                          
                          1,750,822
                          
                          
                          
                          6,942,937
                          
                          
                          
                          2,976,524Operating
      expenses:Sales
      and marketing
                          
                          
                          95,614
                          
                          
                          
                          7,837
                          
                          
                          
                          465,295
                          
                          
                          
                          14,909Research
      and development
                          
                          
                          25,646
                          
                          
                          
                          61,527
                          
                          
                          
                          50,287
                          
                          
                          
                          86,400Depreciation
                          
                          
                          64,621
                          
                          
                          
                          36,645
                          
                          
                          
                          128,414
                          
                          
                          
                          72,423General
      and administrative
                          
                          
                          207,185
                          
                          
                          
                          510,928
                          
                          
                          
                          682,491
                          
                          
                          
                          682,090Total
      operating expenses
                          
                          
                          393,066
                          
                          
                          
                          616,937
                          
                          
                          
                          1,326,487
                          
                          
                          
                          855,822INCOME
      FROM OPERATIONS
                          
                          
                          2,397,289
                          
                          
                          
                          1,133,885
                          
                          
                          
                          5,616,450
                          
                          
                          
                          2,120,702Other
      income:Interest
      income
                          
                          
                          10,605
                          
                          
                          
                          1,276
                          
                          
                          
                          18,616
                          
                          
                          
                          1,276INCOME
      BEFORE INCOME TAXES
                          
                          
                          2,407,894
                          
                          
                          
                          1,135,161
                          
                          
                          
                          5,635,066
                          
                          
                          
                          2,121,978Income
      tax expenses
                          
                          
                          (597,919
                          )
                          
                          
                          (396,679
                          )
                          
                          
                          (1,436,304
                          )
                          
                          
                          (740,303
                          )NET
      INCOME
                          
                          $
                          1,809,975
                          
                          
                          $
                          738,482
                          
                          
                          $
                          4,198,762
                          
                          
                          $
                          1,381,675Other
      comprehensive income:-
      Foreign currency translation gain
                          
                          
                          27,887
                          
                          
                          
                          381,624
                          
                          
                          
                          415,044
                          
                          
                          
                          1,045,833COMPREHENSIVE
      INCOME
                          
                          $
                          1,837,862
                          
                          
                          $
                          1,120,106
                          
                          
                          $
                          4,613,806
                          
                          
                          $
                          2,427,508Net
      income per share – Basic and diluted
                          
                          $
                          0.03
                          
                          
                          $
                          0.01
                          
                          
                          $
                          0.08
                          
                          
                          $
                          0.03Weighted
      average number of shares outstanding during the period – Basic and
      diluted
                          
                          
                          53,422,971
                          
                          
                          
                          53,422,971
                          
                          
                          
                          53,422,971
                          
                          
                          
                          53,422,971




See
accompanying notes to condensed consolidated financial statements.




F-3




CHINA
SUN GROUP HIGH-TECH CO.


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR
THE SIX MONTHS ENDED NOVEMBER 30, 2008 AND 2007


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





Six
      months ended November 30,2008
                        
                        
                        2007Cash
      flows from operating activities:Net
      income
                        
                        $
                        4,198,762
                        
                        
                        $
                        1,381,675Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
                        
                        
                        332,708
                        
                        
                        
                        187,640Changes
      in operating assets and liabilities:Accounts
      receivable, trade
                        
                        
                        (803,567
                        )
                        
                        
                        1,673,161Inventories
                        
                        
                        2,817,062
                        
                        
                        
                        (1,194,393
                        )Deposits
      and prepayments
                        
                        
                        (564,729
                        )
                        
                        
                        -Accounts
      payable, trade
                        
                        
                        234,518
                        
                        
                        
                        (441,807
                        )Customer
      deposits
                        
                        
                        (342
                        )
                        
                        
                        (693,937
                        )Value-added
      tax payable
                        
                        
                        770,930
                        
                        
                        
                        403,481Income
      tax payable
                        
                        
                        298,660
                        
                        
                        
                        (69,359
                        )Other
      payables and accrued liabilities
                        
                        
                        60,146
                        
                        
                        
                        333,774Net
      cash provided by operating activities
                        
                        
                        7,344,148
                        
                        
                        
                        1,580,235Cash
      flows from investing activities:Purchase
      of plant and equipment
                        
                        
                        (5,127
                        )
                        
                        
                        (470
                        )Net
      cash used in investing activities
                        
                        
                        (5,127
                        )
                        
                        
                        (470
                        )Effect
      of exchange rate changes on cash and cash equivalents
                        
                        
                        98,313
                        
                        
                        
                        51,760NET
      CHANGE IN CASH AND CASH EQUIVALENTS
                        
                        
                        7,437,334
                        
                        
                        
                        1,631,525CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                        
                        
                        3,879,114
                        
                        
                        
                        813,163CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                        
                        $
                        11,316,448
                        
                        
                        $
                        2,444,688SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid for income taxes
                        
                        $
                        1,137,620
                        
                        
                        $
                        809,662Cash
      paid for interest expenses
                        
                        $
                        -
                        
                        
                        $
                        -


See
accompanying notes to condensed consolidated financial statements.




F-4




CHINA
SUN GROUP HIGH-TECH CO.


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY


FOR
THE SIX MONTHS ENDED NOVEMBER 30, 2008


(Currency
expressed in United States Dollars (“US$”), except for number of
shares)


(Unaudited)


Convertible
                                            preferred
      stock
                                          
                                          
                                          Common
      stockNo.
      of share
                                          
                                          
                                          Amount
                                          
                                          
                                          No.
      of share
                                          
                                          
                                          Amount
                                          
                                          
                                          Additional
                                            paid-in
      capital
                                          
                                          
                                          Accumulated
                                            other
                                            comprehensive
                                            income
                                          
                                          
                                          Statutory
      reserve
                                          
                                          
                                          Retained
      earnings
                                          
                                          
                                          Total
      stockholders’
                                            equityBalance
      as of May 31, 2008
                                          
                                          
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          
                                          53,422,971
                                          
                                          
                                          $
                                          53,423
                                          
                                          
                                          $
                                          9,585,204
                                          
                                          
                                          $
                                          2,588,188
                                          
                                          
                                          $
                                          899,819
                                          
                                          
                                          $
                                          9,716,699
                                          
                                          
                                          $
                                          22,843,333Net
      income for the period
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          4,198,762
                                          
                                          
                                          
                                          4,198,762Foreign
      currency translation adjustment
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          415,044
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          415,044Balance
      as of November 30,
                                            2008
                                          
                                          
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          
                                          53,422,971
                                          
                                          
                                          $
                                          53,423
                                          
                                          
                                          $
                                          9,585,204
                                          
                                          
                                          $
                                          3,003,232
                                          
                                          
                                          $
                                          899,819
                                          
                                          
                                          $
                                          13,915,461
                                          
                                          
                                          $
                                          27,457,139


See
accompanying notes to condensed consolidated financial statements.




F-5




CHINA
SUN GROUP HIGH-TECH CO.


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED NOVEMBER 30, 2008 AND 2007


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)








NOTE-1 BASIS OF
PRESENTATION





The
accompanying unaudited condensed consolidated financial statements have been
prepared by management in accordance with both accounting principles generally
accepted in the United States (“GAAP”), and the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Certain information and note disclosures normally
included in audited financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to those
rules and regulations, although the Company believes that the disclosures made
are adequate to make the information not misleading.





In the
opinion of management, the condensed balance sheet as of May 31, 2008 which has
been derived from audited financial statements and these unaudited condensed
consolidated financial statements reflect all normal and recurring adjustments
considered necessary to state fairly the results for the periods presented. The
results for the period ended November 30, 2008 are not necessarily indicative of
the results to be expected for the entire fiscal year ending May 31, 2009 or for
any future period.





These
unaudited condensed consolidated financial statements and notes thereto should
be read in conjunction with the Management’s Discussion and the audited
financial statements and notes thereto included in the Annual Report on Form
10-K for the year ended May 31, 2008.




NOTE-2 ORGANIZATION AND
BUSINESS BACKGROUND





China Sun
Group High-Tech Co. (the “Company” or “CSGH”) was organized under the laws of
the State of North Carolina on February 2, 2004 as a subchapter S-Corporation.
On August 24, 2007, the Company was reincorporated in the State of Delaware and
changed its name from “Capital Resource Funding, Inc.” to “China Sun Group
High-Tech Co.”





The
Company, through its operating subsidiaries in the PRC, mainly engages in the
production and sales of cobaltosic oxide and lithium cobalt oxide, both anode
materials used in lithium ion rechargeable batteries in the PRC.





Respectively,
on September 6, 2006 and May 30, 2008, CSGH entered a stock exchange transaction
with Da Lian Xin Yang High-Tech Development Co., Ltd (“DLX”), whereby 40,000,000
new shares of common stock of CSGH pursuant to Regulation S under the Securities
Act of 1933, as amended, were issued to the owners of DLX in exchange for 100%
equity interest in DLX. The stock exchange transaction was effectively completed
on February 28, 2007. DLX was incorporated as a limited liability company in the
People’s Republic of China (“PRC”) on August 8, 2000 with its principal place of
business in Da Lian City, Liaoning Province, the PRC. Upon the completion of
this transaction, DLX became a wholly-owned subsidiary of the
Company.





These two
consecutive stock exchange transactions have been accounted for as a reverse
acquisition and recapitalization of the Company whereby DLX is deemed to be the
accounting acquirer (legal acquiree) and the Company to be the accounting
acquiree (legal acquirer). The accompanying consolidated financial statements
are in substance those of DLX, with the assets and liabilities, and revenues and
expenses, of the Company being included effective from the date of stock
exchange transaction. The Company is deemed to be a continuation of the business
of DLX.





CSGH and
its subsidiaries are hereinafter referred to as (the “Company”).





F-6





NOTE-3 SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES





The
accompanying condensed consolidated financial statements reflect the application
of certain significant accounting policies as described in this note and
elsewhere in the accompanying condensed consolidated financial statements and
notes.





l  Use of
estimates





In
preparing these consolidated financial statements, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities in
the balance sheets and revenues and expenses during the period reported. Actual
results may differ from these estimates.





l  Basis of
consolidation





The
unaudited condensed consolidated financial statements include the financial
statements of CSGH and its subsidiaries.





All
significant inter-company balances and transactions within the Company have been
eliminated upon consolidation.





l  Revenue
recognition





Revenue
is recognized when products are delivered to customers. Provisions for discounts
and rebates to customers, estimated returns and allowances, and other
adjustments are provided for in the same period the related sales are recorded.
In instances where products are configured to customer requirements, revenue is
recorded upon the successful completion of the Company’s final test procedures
and the customer’s acceptance.





Revenue
represents the invoiced value of goods, net of value-added tax (VAT). All of the
Company's products that are sold in the PRC are subject to VAT which is levied
at the rate of 17% on the invoiced value of sales. Output VAT is borne by
customers in addition to the invoiced value of sales and input VAT is borne by
the Company in addition to the invoiced value of purchases to the extent not
refunded for export sales.





The
Company is required to remit VAT collected to the tax authority, but may deduct
VAT it has paid on eligible purchases. To the extent that the Company paid more
than collected, the difference represents the net VAT recoverable balance at the
balance sheet date. As of November 30, 2008, there was no such VAT recoverable
balance in the consolidated financial statements.





l  Cost of
revenue





Cost of
revenue primarily includes the purchase of raw materials, direct labor and
manufacturing overhead that are directly attributable to the
production.





l  Cash and
cash equivalents





Cash and
cash equivalents are carried at cost and represent cash on hand, demand deposits
placed with banks or other financial institutions and all highly liquid
investments with an original maturity of three months or less as of the purchase
date of such investments.





l  Accounts
receivable





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





l  Inventories





Inventories
include material, labor and manufacturing overhead and are stated at lower of
cost or market value, cost being determined on a weighted average method. The
Company periodically reviews historical sales activity to determine excess, slow
moving items and potentially obsolete items and also evaluates the impact of any
anticipated changes in future demand. The Company provides inventory allowances
based on excess and obsolete inventories determined principally by customer
demand. As of November 30, 2008, the Company did not record an allowance for
obsolete inventories, nor have there been any write-offs.




F-7




l  Property,
plant and equipment





Property,
plant and equipment are stated at cost less accumulated depreciation and
accumulated impairment losses, if any. Depreciation is calculated on the
straight-line basis over the following expected useful lives from the date on
which they become fully operational and after taking into account their
estimated residual values:





Depreciable
      life
              
              Residual
      valueBuilding
              40
      years
              
              5%Plant
      and machinery
              5-40
      years
              
              5%Office
      equipment
              5
      years
              
              5%Motor
      vehicle
              5
      years
              
              5%





Expenditure
for repairs and maintenance is expensed as incurred. When assets have retired or
sold, the cost and related accumulated depreciation are removed from the
accounts and any resulting gain or loss is recognized in the results of
operations.





l  Valuation
of long-lived assets





Long-lived
assets primarily include property, plant and equipment. In accordance with SFAS
No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets,” the Company periodically
reviews long-lived assets for impairment whenever events or changes in business
circumstances indicate that the carrying amount of the assets may not be fully
recoverable or that the useful lives are no longer appropriate. Each impairment
test is based on a comparison of the undiscounted cash flows to the recorded
value of the asset. If an impairment is indicated, the asset is written down to
its estimated fair value based on a discounted cash flow analysis. Determining
the fair value of long-lived assets includes significant judgment by management,
and different judgments could yield different results. There has been no
impairment as of November 30, 2008.





l  Comprehensive
income





SFAS No.
130, “Reporting Comprehensive
Income” establishes standards for reporting and display of comprehensive
income, its components and accumulated balances. Comprehensive income as defined
includes all changes in equity during the period from non-owner sources.
Accumulated comprehensive income consists of changes in unrealized gains and
losses on foreign currency translation. This comprehensive income is not
included in the computation of income tax expense or benefit.





l  Income
taxes





The
Company accounts for income tax using SFAS No. 109“Accounting for Income
Taxes,” which requires the asset and liability approach for financial
accounting and reporting for income taxes. Under this approach, deferred income
taxes are provided for the estimated future tax effects attributable to
temporary differences between financial statement carrying amounts of assets and
liabilities and their respective tax bases, and for the expected future tax
benefits from loss carry-forwards and provisions, if any. Deferred tax assets
and liabilities are measured using the enacted tax rates expected in the periods
of recovery or reversal and the effect from a change in tax rates is recognized
in the consolidated statement of operations and comprehensive income in the
period of enactment. A valuation allowance is provided to reduce the amount of
deferred tax assets if it is considered more likely than not that some portion
of, or all of the deferred tax assets will not be realized.




F-8




The
Company also adopts the provisions of the Financial Accounting Standards
Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes” (“FIN 48”). FIN 48 prescribes a
recognition threshold and measurement process for recording in the financial
statements uncertain tax positions taken or expected to be taken in a tax
return. FIN 48 also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosures and
transitions. The adoption of FIN 48 did not have a significant impact on the
Company’s consolidated financial statements.





The
Company conducts its major business in the PRC and is subject to tax in this
jurisdiction. As a result of its business activities, the Company files tax
returns that are subject to examination by the foreign tax
authorities.





l  Net
income per share





The
Company calculates net income per share in accordance with SFAS No. 128,“Earnings per Share.” Basic
income per share is computed by dividing the net income by the weighted-average
number of common shares outstanding during the period. Diluted income per share
is computed similar to basic income per share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common stock equivalents had been issued and if the
additional common shares were dilutive.





l  Foreign
currencies translation





Transactions
denominated in currencies other than the functional currency are translated into
the functional currency at the exchange rates prevailing at the dates of the
transaction. Monetary assets and liabilities denominated in currencies other
than the functional currency are translated into the functional currency using
the applicable exchange rates at the balance sheet dates. The resulting exchange
differences are recorded in the condensed consolidated statement of
operations.





The
reporting currency of the Company is United States dollar (“US$”). The Company's
subsidiaries in the PRC, maintain their books and records in its local currency,
Renminbi Yuan (“RMB”), which is functional currency as being the primary
currency of the economic environment in which these entities
operate.





In
general, for consolidation purposes, assets and liabilities of its
subsidiaries whose functional currency is not the US$ are translated into US$,
in accordance with SFAS No 52. “Foreign Currency
Translation”, using the exchange rate on the balance sheet date. Revenues
and expenses are translated at average rates prevailing during the period. The
gains and losses resulting from translation of financial statements of foreign
subsidiaries are recorded as a separate component of accumulated other
comprehensive income within the statement of stockholders’ equity.





Translation
of amounts from RMB into US$ has been made at the following exchange rates for
the respective period:


2008
                
                
                2007Months
      end RMB: US$ exchange rate
                
                
                6.8359
                
                
                
                7.5725Average
      monthly RMB: US$ exchange rate
                
                
                6.8602
                
                
                
                7.5968





l  Related
parties





Parties,
which can be a corporation or individual, are considered to be related if the
Company has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and
operating decisions. Companies are also considered to be related if they are
subject to common control or common significant influence.





l  Segment
reporting





SFAS No.
131 “Disclosures about
Segments of an Enterprise and Related Information” establishes standards
for reporting information about operating segments on a basis consistent with
the Company’s internal organization structure as well as information about
geographical areas, business segments and major customers in the financial
statements. The Company operates one reportable business segment.




F-9




l  Fair
value of financial instruments





The
Company values its financial instruments as required by SFAS No. 107, “Disclosures about Fair Value of
Financial Instruments.” The estimated fair value amounts have been
determined by the Company, using available market information and appropriate
valuation methodologies. The estimates presented herein are not necessarily
indicative of amounts that the Company could realize in a current market
exchange.





The
Company’s financial instruments primarily include cash and cash equivalents,
accounts receivable, deposits and prepayments, accounts payable, value-added tax
payable, income tax payable, other payables and accrued
liabilities.





As of the
balance sheet date, the estimated fair values of financial instruments were not
materially different from their carrying values as presented due to short
maturities of these instruments.





l  Recent
accounting pronouncements





The
Company has reviewed all recently issued, but not yet effective, accounting
pronouncements and do not believe the future adoption of any such pronouncements
may be expected to cause a material impact on its financial condition or the
results of its operations.





In May,
2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 162,
"The Hierarchy of Generally Accepted
Accounting Principles," ("SFAS No. 162"). SFAS No. 162 identifies the
sources of accounting principles and the framework for selecting the principles
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). SFAS No. 162 will be effective 60
days following the SEC's approval of the Public Company Accounting Oversight
Board's amendments to AU Section 411, "The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles." The FASB has
stated that it does not expect SFAS No. 162 will result in a change in current
practice. The application of SFAS No. 162 will have no effect on the Company's
financial position, results of operations or cash flows.





Also in
May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts--an interpretation of FASB Statement No. 60" ("SFAS
No. 163"). SFAS No. 163 interprets Statement 60 and amends existing accounting
pronouncements to clarify their application to the financial guarantee insurance
contracts included within the scope of that Statement. SFAS No. 163 is effective
for financial statements issued for fiscal years beginning after December 15,
2008, and all interim periods within those fiscal years. As such, the Company is
required to adopt these provisions at the beginning of the fiscal year ended
December 31, 2009. The Company is currently evaluating the impact of SFAS No.
163 on its financial statements but does not expect it to have an effect on the
Company's financial position, results of operations or cash flows.





In June
2008, the FASB issued FASB Staff Position ("FSP") EITF 03-6-1, "Determining Whether Instruments Granted
in Share-Based Payment Transactions Are Participating Securities" ("FSP
EITF 03-6-1"). FSP EITF 03-6-1 addresses whether instruments
granted in share-based payment transactions are participating securities prior
to vesting, and therefore need to be included in the earnings allocation in
computing earnings per share under the two-class method as described in SFAS No.
128, Earnings per Share. Under the guidance of FSP EITF 03-6-1, 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. FSP EITF 03-6-1 is effective for financial statements issued
for fiscal years beginning after December 15, 2008 and all prior-period earnings
per share data presented shall be adjusted retrospectively. Early application is
not permitted. The Company is assessing the potential impact of this FSP on the
earnings per share calculation.





In June
2008, the FASB ratified EITF No. 07-5, "Determining Whether an Instrument
(or an Embedded Feature) is Indexed to an Entity's Own Stock" ("EITF
07-5"). EITF 07-5 provides that an entity should use a two-step approach to
evaluate whether an equity-linked financial instrument (or embedded feature) is
indexed to its own stock, including evaluating the instrument's contingent
exercise and settlement provisions. EITF 07-5 is effective for financial
statements issued for fiscal years beginning after December 15, 2008. Early
application is not permitted. The adoption of EITF 07-5 did not have a material
impact on the Company’s current consolidated financial position, results of
operations or cash flows.




F-10




In
September 2008, the FASB issued FSP 133-1 and FIN 45-4, “Disclosures about Credit Derivatives
and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB
Interpretation No. 45; and Clarification of the Effective Date of FASB Statement
No. 161” (“FSP FAS 133-1” and “FIN 45-4”). SP 133-1 and FIN 45-4 amends
disclosure requirements for sellers of credit derivatives and financial
guarantees. It also clarifies the disclosure requirements of SFAS No. 161 and is
effective for quarterly periods beginning after November 15, 2008, and
fiscal years that include those periods. The adoption of FSP 133-1 and FIN 45-4
did not have a material impact on the Company’s current consolidated financial
position, results of operation or cash flows.





In
October 2008, the FASB issued Staff Position (“FSP”) No. 157-3, “Determining the Fair Value of a
Financial Asset When the Market for That Asset is Not Active” (“FSP FAS
157-3.”) FSP FAS 157-3 clarifies the application of SFAS 157 in an inactive
market. It illustrated how the fair value of a financial asset is determined
when the market for that financial asset is inactive. FSP 157-3 was effective
upon issuance, including prior periods for which financial statements had not
been issued. The adoption of FAS 157-3 did not have a material impact on the
Company’s current consolidated financial position, results of operations or cash
flows.




NOTE-4 ACCOUNTS
RECEIVABLE, NET





The
majority of the Company’s sales are on open credit terms and in accordance with
terms specified in the contracts governing the relevant transactions. The
Company evaluates the need of an allowance for doubtful accounts based on
specifically identified amounts that management believes to be uncollectible. If
actual collections experience changes, revisions to the allowance may be
required. Based upon the aforementioned criteria, the Company has determined
that no allowance for doubtful accounts is provided for the six months period
ended November 30, 2008.




NOTE-5 PROPERTY, PLANT
AND EQUIPMENT, NET





Property,
plant and equipment, net, consisted of:


As
      ofNovember
      30, 2008
                
                
                May
      31, 2008(Unaudited)
                
                
                (Audited)Building
                
                $
                6,308,373
                
                
                $
                6,308,373Plant
      and machinery
                
                
                7,358,776
                
                
                
                7,358,776Office
      equipment
                
                
                164,236
                
                
                
                159,109Motor
      vehicle
                
                
                34,816
                
                
                
                34,816Foreign
      translation difference
                
                
                2,143,289
                
                
                
                1,873,73116,009,490
                
                
                
                15,734,805Less:
      accumulated depreciation
                
                
                (1,468,911
                )
                
                
                (1,029,552
                )Less:
      foreign translation difference
                
                
                (20,561
                )
                
                
                (106,569
                )Property,
      plant and equipment, net
                
                $
                14,520,018
                
                
                $
                14,598,684





Depreciation
expenses for the three months ended November 30, 2008 and 2007 were $167,377 and
$94,943, which included $102,756 and $58,298 in cost of revenue,
respectively.





Depreciation
expenses for the six months ended November 30, 2008 and 2007 were $332,708 and
$187,640, which included $204,294 and $115,217 in cost of revenue,
respectively.





F-11





NOTE-6 OTHER PAYABLES
AND ACCRUED LIABILITIES





Other
payables and accrued liabilities consisted of:


As
      ofNovember
      30, 2008
                  
                  
                  May
      31, 2008(Unaudited)
                  
                  
                  (Audited)Welfare
      payable
                  
                  $
                  246,685
                  
                  
                  $
                  216,527Government
      levy payable
                  
                  
                  21,893
                  
                  
                  
                  -Accrued
      expenses
                  
                  
                  182,000
                  
                  
                  
                  -Rental
      payable
                  
                  
                  63,004
                  
                  
                  
                  57,529Other
      payable
                  
                  
                  -
                  
                  
                  
                  174,500Other
      payables and accrued liabilities
                  
                  $
                  513,582
                  
                  
                  $
                  448,556




NOTE-7 INCOME
TAXES





The
Company is registered in the United States of America and has operations in two
tax jurisdictions: the United States of America and the PRC. The operation in
the United States of America has incurred net operating losses for income tax
purposes. The Company generated substantially all of its net income from its PRC
operations through DXL, its subsidiary and has recorded income tax expense for
the six months ended November 30, 2008 and 2007.





The
components of income before income taxes and current taxes between the local and
foreign operations are as follows:





Six
      months ended November 30,2008
                
                
                2007Local
                
                $
                (192,823
                )
                
                $
                (118,433
                )Foreign
                
                
                5,827,889
                
                
                
                2,240,411Income
      before income taxes
                
                $
                5,635,066
                
                
                $
                2,121,978Local
                
                $
                -
                
                
                
                -Foreign
                
                
                1,436,304
                
                
                
                740,303Current
      tax
                
                $
                1,436,304
                
                
                $
                740,303





United
States of America





The
Company is registered in the State of Delaware and is subject to the tax laws of
the United States of America.





As of
November 30, 2008, the operation in the United States of America incurred
$904,139 of net operating losses available for federal tax purposes, which are
available to offset future taxable income. The net operating loss carry forwards
begin to expire in 2029, if unutilized. The Company has provided for a full
valuation allowance for any future tax benefits from the net operating loss
carryforwards as the management believes it is more likely than not that these
assets will not be realized in the future.




F-12




The
PRC





The
Company’s PRC subsidiaries are subject to the Corporate Income Tax governed by
the Income Tax Law of the People’s Republic of China, at a statutory rate of
25%.





On March
16, 2007, the National People’s Congress approved the Corporate Income Tax Law
of the People’s Republic of China (the “New CIT Law”). The new CIT Law, among
other things, imposes a unified income tax rate of 25% for both domestic and
foreign invested enterprises with effect from January 1, 2008. DLX will be
entitled to the tax rate reduction from 33% to 25% that may impact the carrying
value of deferred tax assets as a result of new tax rate.





The
reconciliation of income tax rate to the effective income tax rate based on
income before income taxes from foreign operation for the six months ended
November 30, 2008 and 2007 are as follows:





Six
      months ended November 30,2008
                  
                  
                  2007Income
      before income taxes
                  
                  $
                  5,827,889
                  
                  
                  $
                  2,240,411Income
      tax rate
                  
                  
                  25
                  %
                  
                  
                  33
                  %1,456,972
                  
                  
                  
                  739,336Non-deductible
      (taxable) items
                  
                  
                  (20,668
                  )
                  
                  
                  967Income
      tax expenses
                  
                  $
                  1,436,304
                  
                  
                  $
                  740,303





The
following table sets forth the significant components of the aggregate net
deferred tax assets of the Company as of November 30, 2008 and May 31,
2008:


As
      ofNovember
      30, 2008
                
                May
      31, 2008(Unaudited)
                
                (Audited)Deferred
      tax assets:-
      Net operating loss carryforwards
                
                $
                316,449
                
                
                $
                211,024Less:
      valuation allowance
                
                
                (316,449
                )
                
                
                (211,024
                )Deferred
      tax assets
                
                $
                -
                
                
                $
                -





For the
six months ended November 30, 2008 and 2007, valuation allowance of $316,449 and
$211,024 was provided to the deferred tax assets due to the uncertainty
surrounding their realization.




NOTE-8 
CONCENTRATIONS OF RISK





The
Company is exposed to the following concentrations of risk:





(a)         Major
customers





For the
three and six months ended November 30, 2008, the customers who account for 10%
or more of revenues of the Company are presented as follows:





Three
      months ended November 30, 2008Revenues
                          
                          
                          Percentage
                            of
      revenues
                          
                          Trade
      accounts receivableCustomer
      A
                          
                          $
                          1,987,240
                          
                          
                          
                          26
                          %
                          
                          $
                          -Customer
      C
                          
                          
                          2,177,426
                          
                          
                          
                          29
                          %
                          
                          
                          585,146Customer
      D
                          
                          
                          2,008,001
                          
                          
                          
                          27
                          %
                          
                          
                          1,545,755Customer
      E
                          
                          
                          862,941
                          
                          
                          
                          11
                          %
                          
                          
                          -Total:
                          
                          $
                          7,035,608
                          
                          
                          
                          93
                          %
                          
                          $
                          2,130,901




F-13




Six
      months ended November 30, 2008Revenues
                          
                          
                          Percentage
                            of
      revenues
                          
                          Trade
      accounts receivableCustomer
      A
                          
                          $
                          4,875,215
                          
                          
                          
                          26
                          %
                          
                          $
                          -Customer
      B
                          
                          
                          8,017,306
                          
                          
                          
                          43
                          %
                          
                          
                          -Customer
      C
                          
                          
                          2,171,202
                          
                          
                          
                          12
                          %
                          
                          
                          585,146Customer
      D
                          
                          
                          2,002,272
                          
                          
                          
                          11
                          %
                          
                          
                          1,545,755Total:
                          
                          $
                          17,065,995
                          
                          
                          
                          92
                          %
                          
                          $
                          2,130,901





For the
three and six months ended November 30, 2007, the customers who account for 10%
or more of revenues of the Company are presented as follows:





Three
      months ended November 30, 2007Revenues
                                  
                                  
                                  Percentage
                                    of
      revenues
                                  
                                  Trade
      accounts
                                    receivableCustomer
      A
                                  
                                  $
                                  1,867,850
                                  
                                  
                                  
                                  35
                                  %
                                  
                                  $
                                  1,890,668Customer
      B
                                  
                                  
                                  1,735,987
                                  
                                  
                                  
                                  33
                                  %
                                  
                                  
                                  1,757,194Customer
      C
                                  
                                  
                                  962,340
                                  
                                  
                                  
                                  18
                                  %
                                  
                                  
                                  -Customer
      D
                                  
                                  
                                  529,586
                                  
                                  
                                  
                                  10
                                  %
                                  
                                  
                                  -Total:
                                  
                                  $
                                  5,095,763
                                  
                                  
                                  
                                  96
                                  %
                                  
                                  $
                                  3,647,862




Six
      months ended November 30, 2007Revenues
                          
                          
                          Percentage
                            of
      revenues
                          
                          Trade
      accounts receivableCustomer
      A
                          
                          $
                          1,861,804
                          
                          
                          
                          20
                          %
                          
                          $
                          1,890,668Customer
      B
                          
                          
                          2,926,797
                          
                          
                          
                          32
                          %
                          
                          
                          1,757,194Customer
      C
                          
                          
                          959,224
                          
                          
                          
                          11
                          %
                          
                          
                          -Customer
      E
                          
                          
                          2,110,038
                          
                          
                          
                          23
                          %
                          
                          
                          -Total:
                          
                          $
                          7,857,863
                          
                          
                          
                          86
                          %
                          
                          $
                          3,647,862





For the
six months ended November 30, 2008 and 2007, 100% of the Company’s revenues were
derived from customers located in the PRC.





(b)  Major
vendors





For the
three and six months ended November 30, 2008, the vendors who account for 10% or
more of purchases of the Company are presented as follows:





Three
      months ended November 30, 2008Purchases
                        
                        
                        Percentage
                          of
      purchase
                        
                        Accounts
                          payableVendor
      A
                        
                        $
                        2,783,653
                        
                        
                        
                        70
                        %
                        
                        $
                        980,120Vendor
      B
                        
                        
                        581,515
                        
                        
                        
                        15
                        %
                        
                        
                        -Vendor
      C
                        
                        
                        585,161
                        
                        
                        
                        15
                        %
                        
                        
                        -Total:
                        
                        $
                        3,950,329
                        
                        
                        
                        100
                        %
                        
                        $
                        980,120




F-14




Six
      months ended November 30, 2008Purchases
                        
                        
                        Percentage
                          of
      purchase
                        
                        Accounts
                          payableVendor
      A
                        
                        $
                        4,838,238
                        
                        
                        
                        60
                        %
                        
                        $
                        980,120Vendor
      B
                        
                        
                        2,635,446
                        
                        
                        
                        33
                        %
                        
                        
                        -Total:
                        
                        $
                        7,473,684
                        
                        
                        
                        93
                        %
                        
                        $
                        980,120





For the
three and six months ended November 30, 2007, the vendors who account for 10% or
more of purchases of the Company are presented as follows:





Three
      months ended November 30, 2007Purchases
                          
                          
                          Percentage
                            of
      purchases
                          
                          Accounts
                            payableVendor
      A
                          
                          $
                          1,777,669
                          
                          
                          
                          37
                          %
                          
                          $
                          -Vendor
      B
                          
                          
                          1,468,151
                          
                          
                          
                          31
                          %
                          
                          
                          165,757Vendor
      C
                          
                          
                          1,144,383
                          
                          
                          
                          24
                          %
                          
                          
                          -Total
                          
                          $
                          4,390,203
                          
                          
                          
                          92
                          %
                          
                          $
                          165,757





Six
      months ended November 30, 2007Purchases
                        
                        
                        Percentage
                          of
      purchase
                        
                        Accounts
                          payableVendor
      B
                        
                        $
                        3,736,397
                        
                        
                        
                        47
                        %
                        
                        $
                        165,757Vendor
      C
                        
                        
                        1,806,514
                        
                        
                        
                        31
                        %
                        
                        
                        -Vendor
      A
                        
                        
                        1,140,678
                        
                        
                        
                        22
                        %
                        
                        
                        -Total:
                        
                        $
                        6,683,589
                        
                        
                        
                        100
                        %
                        
                        $
                        165,757





For the
six months ended November 30, 2008 and 2007, 100% of the Company’s purchases
were derived from vendors located in the PRC.





(c)         Credit
risk





Financial
instruments that potentially subject the Company to significant concentrations
of credit risk consist principally of cash and trade accounts receivable. The
Company performs ongoing credit evaluations of its customers' financial
condition, but does not require collateral to support such
receivables.





(d)         Exchange
rate risk





The
reporting currency of the Company is US$, to date the majority of the revenues
and costs are denominated in RMB and a significant portion of the assets and
liabilities are denominated in RMB. As a result, the Company is exposed to
foreign exchange risk as its revenues and results of operations may be affected
by fluctuations in the exchange rate between US$ and RMB. If the RMB depreciates
against US$, the value of the RMB revenues and assets as expressed in US$
financial statements will decline. The Company does not hold any derivative or
other financial instruments that expose to substantial market risk.





F-15





NOTE-9 COMMITMENTS AND
CONTINGENTS





(a)         Operating
lease commitment





The
Company leases an office premise under a non-cancelable operating lease for a
term of 10 years, due July 25, 2010. Costs incurred under this operating lease
are recorded as rental expense and totaled approximately $3,644 and $3,291 for
the six months ended November 30, 2008 and 2007.





Future
minimum rental payments due under a non-cancelable operating lease are as
follows:





Years
      ending November 30:2009
                  
                  $
                  7,2882010
                  
                  
                  4,859Total:
                  
                  $
                  12,147





(b)         Capital
commitment





On June
9, 2007, the Company’s subsidiary, DLX entered into an African Mining Project
Contract of Cooperation (the “Purchase Agreement”) with Shengbao Group and South
African Shengbao Mining Enterprises (“Shengbao”). Pursuant to the Purchase
Agreement, DLX is obliged to purchase the prospecting and mining rights of a
cobalt ore mine for a purchase price of $2 million over a term of 15 years. As
of November 30, 2008, the Company had the capital commitment of $2 million in
the purchase of the prospecting and mining rights which was contracted for but
not provided in the financial statements.


F-16





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




Results
of Operations




Three Months Ended November
30, 2008 and 2007





Net
Revenue




Net
revenue for the three months ended November 30, 2008 was $7,606,217, an increase
of $2,249,027 or 42 % from net revenue of $5,357,190 for the comparable period
in 2007.  The increase resulted from increased customer demand and
sales.




Cost
of Revenue




Cost of
revenue for the three months ended November 30, 2008 was $4,815,862, an increase
of $1,209,494 or 34% from $3,606,368 for the comparable period in
2007.  The increase resulted directly from increased production of our
products which is in
tandem with increased demand for them.




Gross
Profit




Gross
profit for the three months ended November 30, 2008 was $2,790,355, an increase
of $1,039,533 or 59 % from $1,750,822 for the comparable period in 2007. The
increase in gross profit was primarily due to revenue generated by increased
customer demand and production, and consequently increased sales of our
products.




Sales
and marketing





Sales and
marketing expense for the three months ended November 30, 2008 was $95,614, an
increase of $87,777 or 1120% from $7,837 for the comparable period in 2007. The
increase resulted from the addition of advertising activities and promotional
campaigns of their products during the period of 2008.





Research
and Development Expenses




Research
and development expenses for the three months ended November 30, 2008 were
$25,646, a decrease of $35,881 or 58% compared to $61,527 for the comparable
period in 2007. The decrease resulted from the stricter expense
control.





Depreciation




Depreciation
expenses for the three months ended November 30, 2008 were $64,621, an increase
of $27,976 or 76% compared to $36,645 for the comparable period in
2007.   The increase resulted from the addition of office
equipment that were purchased during the year.





General
and Administrative Expenses




General
and administrative expenses for the three months ended November 30, 2008 were
$207,185, a decrease of $303,743 or 59% from $510,928 for the comparable period
in 2007.   The decrease resulted from the stricter expense
control.





Income
From Operations




Income
from operations for the three months ended November 30, 2008 was $2,397,289, an
increase of $1,263,404 or 111% compared to $1,133,885 for the comparable period
in 2007.  The increase resulted primarily from the increase in sales
and revenue




3




Other
Income




Interest
income for the three months ended November 30, 2008 was $10,605, an increase of
$9,329 or 731 % compared to $1,276 for the comparable period in 2007.The
increase resulted primarily from interest income derived from cash in our bank
accounts





Income
Taxes Expenses




Provision
for income tax expenses was $597,919 for the three months ended November 30,
2007, an increase of $201,240 or 51% as compared to $396,679 for the comparable
period in 2007. The increase resulted primarily from the increase in operating
income.




Foreign
Currency Translation Gain




The
foreign currency translation gain for the three months ended November 30, 2008
was $27,887, a decrease of $353,737 or 93 % as compared to $381,624 for the
comparable period in 2007.   The decreases resulted from the slow down
in revaluation of the Renminbi against the U.S. dollar. This updated Renminbi
valuation of DLX’s assets and liabilities resulted in this gain.





Net Income




Net
income for the three months ended November 30, 2008 was $1,809,975, an increase
of $1,071,493 or 145% as compared to $738,482 for the comparable period in
2007.




Six Months Ended November
30, 2008 and 2007




Net
Revenue





Net
revenue for the six months ended November 30, 2008 was $18,593,108, an increase
of $9,500,081 or 104% from net revenue of $9,093,027 for the comparable period
in 2007. The increase in revenue was primarily attributable to increased
customer demand for our products and consequently, increased sales.




Cost
of Revenue




Cost of
revenue for the six months ended November 30, 2008 was $11,650,171, an increase
of $5,533,668 or 90% from $6,116,503 for the comparable period in 2007. The
increase in cost of revenue was primarily attributable to increased production
of our products which is in
tandem with increased demand for them.




Gross
Profit




Gross
profit for the six months ended November 30, 2008 was $6,942,937, an increase of
$3,966,413 or 133% from $2,976,524 for the comparable period in
2007.  The increase in gross profit was primarily due to revenue
generated by increased production and sales.




Sales
and marketing





Sales and
marketing expense for the six months ended November 30, 2008 was $465,295, an
increase of $450,386 or 3021% from $14,909 for the comparable period in 2007.
The increase resulted from the addition of advertising actvitites and
promotional campaigns of their products during the period
of  2008.





Research
and Development Expenses




Research
and development expenses for the six months ended November 30, 2008 were
$50,287, a decrease of $36,113 or 42% compared to $86,400 for the comparable
period in 2007. The decrease resulted from the stricter expense
control.




4




Depreciation




Depreciation
expenses for the six months ended November 30, 2008 were $128,414, a
decrease of $55,991 or 77% compared to $72,423 for the comparable period in
2007. The increase resulted from the addition of office equipment that were
purchased during the year.





General
and Administrative Expenses




General
and administrative expenses for the six months ended November 30, 2008 were
$682,491, an increase of $401 or 0.1% from $682,090 for the comparable period in
2007. The increase was primarily attributable to the hiring of additional
personnel in the first quarter of the 2008 fiscal year.





Income
From Operations




Income
from operations for the six months ended November 30, 2008 was $5,616,450, an
increase of $3,495,748 or 165% compared to $2,120,702 for the comparable period
in 2007. The increase resulted primarily from the increase in sale of our
productions and consequently, our revenue.




Other
Income





Interest
income for the six months ended November 30, 2008 was $18,616, an increase of
$17,340 or 1359% compared to $1,276 for the comparable period in 2007.The
increase resulted primarily from interest income derived from cash in our bank
accounts.




Income Taxes
Expenses




Provision
for income tax expenses was $1,436,304 for the six months ended November 30,
2008, an increase of $696,001 or 94% as compared to $740,303 for the comparable
period in 2007.  The increase resulted primarily from the increase in
our revenue due to increased sales.




Foreign
Currency Translation Gain




The
foreign currency translation gain for the six months ended November 30, 2008 was
$415,044, a decrease of $630,789 or 60% as compared to $1,045,833 for the
comparable period in 2007.   The decreases resulted from the slow down
in revaluation of the Renminbi against the U.S. dollar. This updated Renminbi
valuation of DLX’s assets and liabilities resulted in this gain.





Net Income




Net
income for the six months ended November 30, 2008 was $4,198,762, an increase of
$ 2,817,087 or 204% as compared to $1,381,675 for the comparable period in
2007.




Liquidity
and Capital Resources




Cash
and Cash Equivalent




Our cash
and cash equivalent were $3,879,114 at the beginning of the six months ended
November 30, 2008 and increased to $11,316,448 by the end of such period, an
increase of $7,437,334 or 192 %. This net change in cash and cash equivalents
represented an increase of 356% or $5,805,809 from $1,631,525 for the same
period in 2007.




5




Net
cash provided by operating activities




Net cash
provided by our operating activities was $7,344,148 for the six months ended
November 30, 2008, an increase of $5,763,913 or 365% as compared to net cash of
$1,580,235 for the same period in 2007.  This increase was due
primarily to the growth in sales revenue with the decrease in inventory by
$2,817,062, the increase in value-added tax payable by $770,930, the increase in
other payables by $60,146, the increase in income tax payable by $298,660 and
the increase in accounts payable by $234,518, partially offset by the increase
in accounts receivable by $803,567, increase in deposit and prepayments by
$564,729.




Net
cash used in investing activities




Net cash
used in investing activities was $5,127 for the six months ended November 30,
2008, an increase of $4,657 or 991% from $470 for the same period in 2007. The
increase was primarily attributable to the purchase of equipment.




Net
cash used in financing activities




There was
no net cash generated from financing activities for both the six months ended
November 30, 2008, and the same period in 2007 because there were no advances
from related parties.




Effect
of exchange rate changes on cash and cash




Effect of
exchange rate changes on cash and cash equivalents resulted in $98,313 for six
months ended November 30, 2008, an increase of $46,553 or 90% compared to
$51,760 for the same period in 2007.




Trends




Currently,
many companies in the cobalt product industry are looking to directly own cobalt
producing mines which will provide direct access and supply to cobalt ore, the
primary raw material in the cobalt product industry. In June 2007, we acquired
certain rights to a cobalt mine in Africa. This acquisition will help us avoid
export limitations imposed by the Congo, reduce freight expenses, and help
ensure a stable supply of cobalt ore.




We
are not aware of any trends, events or uncertainties that have or are reasonably
likely to have a material impact on our short-term or long-term
liquidity.




Inflation




We
believe that inflation has not had a material or significant impact on our
revenue or our results of operations.




Material
Commitments for Capital Expenditures




Currently,
we own the prospecting and mining rights of a cobalt mine in Congo. We
anticipate that the construction of the plant will cost approximately $2,000,000
to $3,000,000. As of November 30, 2008, we have suspended the development plan
and will be commenced the construction of a processing plant when the global
market begins recoverable.




General




We
believe that we currently have sufficient income generated from our operations
to meet our operating and/or capital needs.




However,
we will continue to evaluate various sources of capital to meet our growth
requirements. Such sources will include debt financings, the issuance of equity
securities, and entrance into other financing arrangements. There can be no
assurance, however, that any of the contemplated financing arrangements
described herein will be available and, if available, can be obtained on terms
favorable to us.




6




Contractual
Obligations and Commitments





We
leased an office premise under a non-cancelable operating lease agreement for a
period of 10 years, due July 25, 2010. The annual lease payment is
$7,288.




On June
9, 2007, our subsidiary, DLXY entered into an African Mining Project Contract of
Cooperation (the “Purchase Agreement”) with Shengbao Group and South African
Shengbao Mining Enterprises (“Shengbao”). Pursuant to the Purchase Agreement,
DLXY is obliged to purchase the prospecting and mining rights of a cobalt ore
mine for a purchase price of $2 million over a term of 15 years.  As
of November 30, 2008, DLXY had the capital commitment of $2 million in the
purchase of the prospecting and mining rights which was contracted for but not
provided in the financial statements.





Off
Balance Sheet Arrangements




None.




Item
3.                      Quantitative
and Qualitative Disclosures About Market Risk.




Not Applicable.




Item
4.                      Controls
and Procedures.




Evaluation
of our Disclosure Controls





As of the
end of the period covered by this Quarterly Report on Form 10-Q, our principal
executive officer and principal financial officer have evaluated the
effectiveness of our “disclosure controls and procedures” (“Disclosure
Controls”). Disclosure Controls, as defined in Rule 13a-15(e) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), are procedures that are
designed with the objective of ensuring that information required to be
disclosed in our reports filed under the Exchange Act, such as this Quarterly
Report, is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission’s rules and forms.
Disclosure Controls are also designed with the objective of ensuring that such
information is accumulated and communicated to our management, including the CEO
and CFO, as appropriate to allow timely decisions regarding required disclosure.
Our management, including the CEO and CFO, does not expect that our Disclosure
Controls will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. The design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future
conditions.




Based
upon their controls evaluation, our CEO and CFO have concluded that our
Disclosure Controls are effective at a reasonable assurance level.




Changes
in internal control over financial reporting





There
have been no changes in our internal controls over financial reporting during
our second fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.




7






PART
II – OTHER INFORMATION




Item
      1.
            Legal
      Proceedings.





There is no material legal proceeding pending against
us.





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.





None.





Item
      5.
            Other
      Information





Not
applicable.





Item
      6.
            Exhibits





Copies of
the following documents are included as exhibits to this report pursuant to Item
601 of Regulation S-K.





Exhibit
      No.
                SEC
      Ref.
                  No.
                Title
      of Document1
                31.1
                Certification
      of the Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 20022.
                31.2
                Certification
      of the Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 20023
                32.1
                Certification
      of the Principal Executive Officer pursuant to U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      20024
                32.2
                Certification
      of the Principal Financial Officer pursuant to U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002







8






SIGN ATURES







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





CHINA
      SUN GROUP HIGH-TECH CO.Date:
      January 12, 2009
              By:
              /s/
      Bin WangName:  Bin
      WangTitle:   President,
      Chief Executive Officer and Chairman(Principle
      Executive Officer)




.Date:
      January 12, 2009
              By:
              /s/
      Ming Fen LiuName:  Ming
      Fen LiuTitle:   Chief
      Financial Officer(Principle
      Executive Officer)










9