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 February 28, 2009


 ̈
            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) 8288 9800/ 8289 2736


(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. þ
Yes  □ 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  þ




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


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 April 8, 2009.





TABLE
OF CONTENTS





PART
I – FINANCIAL INFORMATION




PageItem
      1.
                Financial
      Statements.
                3Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                4Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk.
                8Item
      4.
                Controls
      and Procedures.
                8





PART
II – OTHER INFORMATION





Item
      1.
              Legal
      Proceedings.
              9Item
      1A.
              Risk
      Factors.
              9Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds.
              9Item
      3.
              Defaults
      Upon Senior Securities.
              9Item
      4.
              Submission
      of Matters to a Vote of Security Holders.
              9Item
      5.
              Other
      Information.
              9Item
      6.
              Exhibits.
              9





2


PART
I – FINANCIAL INFORMATION





Item
1.                      Financial
Statements.





3





CHINA
SUN GROUP HIGH-TECH CO.




INDEX
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





PageCondensed
      Consolidated Balance Sheets as of February 28, 2009 and May 31,
      2008
                  
                  F-2Condensed
      Consolidated Statements of Operations and Comprehensive
Income
                    for
      the three and nine months ended February 28, 2009 and February 29,
      2008
                  
                  F-3Condensed
      Consolidated Statements of Cash Flows
                    for
      the nine months ended February 28, 2009 and February 29,
    2008
                  
                  F-4Condensed
      Consolidated Statement of Stockholders’ Equity
                    for
      the nine months ended February 28, 2009
                  
                  F-5Notes
      to Condensed Consolidated Financial Statements
                  
                  F-6
      – F-19


F-1


CHINA
SUN GROUP HIGH-TECH CO.


CONDENSED
CONSOLIDATED BALANCE SHEETS


AS
OF FEBRUARY 28, 2009 AND MAY 31, 2008


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





February
      28, 2009
                              
                              
                              May
      31, 2008(Unaudited)
                              
                              
                              (Audited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                              
                              $
                              12,185,403
                              
                              
                              $
                              3,879,114Accounts
      receivable, trade
                              
                              
                              2,885,006
                              
                              
                              
                              1,302,176Inventories
                              
                              
                              949,071
                              
                              
                              
                              4,705,189Value-added
      tax receivable
                              
                              
                              -
                              
                              
                              
                              447,346Deposits
      and prepayments
                              
                              
                              1,346,507
                              
                              
                              
                              73,235Total
      current assets
                              
                              
                              17,365,987
                              
                              
                              
                              10,407,060Non-current
      assets:Property,
      plant and equipment, net
                              
                              
                              15,442,568
                              
                              
                              
                              14,598,684TOTAL
      ASSETS
                              
                              $
                              32,808,555
                              
                              
                              $
                              25,005,744LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable, trade
                              
                              $
                              817,661
                              
                              
                              $
                              733,490Customer
      deposits
                              
                              
                              -
                              
                              
                              
                              338Value-added
      tax payable
                              
                              
                              401,543
                              
                              
                              
                              -Income
      tax payable
                              
                              
                              1,543,002
                              
                              
                              
                              980,027Other
      payables and accrued liabilities
                              
                              
                              606,145
                              
                              
                              
                              448,556Total
      liabilities
                              
                              
                              3,368,351
                              
                              
                              
                              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 February 28, 2009 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 February 28, 2009 and
      May 31, 2008
                              
                              
                              53,423
                              
                              
                              
                              53,423Additional
      paid-in capital
                              
                              
                              9,585,204
                              
                              
                              
                              9,585,204Accumulated
      other comprehensive income
                              
                              
                              2,952,633
                              
                              
                              
                              2,588,188Statutory
      reserve
                              
                              
                              899,819
                              
                              
                              
                              899,819Retained
      earnings
                              
                              
                              15,949,125
                              
                              
                              
                              9,716,699Total
      stockholders’ equity
                              
                              
                              29,440,204
                              
                              
                              
                              22,843,333TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                              
                              $
                              32,808,555
                              
                              
                              $
                              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 NINE MONTHS ENDED FEBRUARY 28, 2009


AND
FEBRUARY 29, 2008


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


(Unaudited)





Three
      months ended February
                          
                          
                          Nine
      months ended February28,
      2009
                          
                          
                          
                          29,
      2008
                          
                          
                          
                          28,
      2009
                          
                          
                          
                          29,
      2008Revenues,
      net
                          
                          $
                          8,807,184
                          
                          
                          $
                          7,106,959
                          
                          
                          $
                          27,400,292
                          
                          
                          $
                          16,199,986Cost of revenue(inclusive of depreciation)
                          
                          
                          5,561,556
                          
                          
                          
                          4,528,705
                          
                          
                          
                          17,211,727
                          
                          
                          
                          10,529,991Gross
      profit
                          
                          
                          3,245,628
                          
                          
                          
                          2,578,254
                          
                          
                          
                          10,188,565
                          
                          
                          
                          5,669,995Operating
      expenses:Reversal
      of allowance for doubtful accounts
                          
                          
                          -
                          
                          
                          
                          (574,190
                          )
                          
                          
                          -
                          
                          
                          
                          (574,190
                          )Research
      and development
                          
                          
                          25,536
                          
                          
                          
                          1,701
                          
                          
                          
                          75,823
                          
                          
                          
                          88,101Depreciation
                          
                          
                          64,371
                          
                          
                          
                          61,871
                          
                          
                          
                          192,785
                          
                          
                          
                          178,525General
      and administrative
                          
                          
                          390,893
                          
                          
                          
                          9,706
                          
                          
                          
                          1,538,679
                          
                          
                          
                          777,691Total
      operating expenses
                          
                          
                          480,800
                          
                          
                          
                          (500,912
                          )
                          
                          
                          1,807,287
                          
                          
                          
                          470,127INCOME
      FROM OPERATIONS
                          
                          
                          2,764,828
                          
                          
                          
                          3,079,166
                          
                          
                          
                          8,381,278
                          
                          
                          
                          5,199,868Other
      income:Interest
      income
                          
                          
                          6,372
                          
                          
                          
                          7,035
                          
                          
                          
                          24,988
                          
                          
                          
                          8,311INCOME
      BEFORE INCOME TAXES
                          
                          
                          2,771,200
                          
                          
                          
                          3,086,201
                          
                          
                          
                          8,406,266
                          
                          
                          
                          5,208,179Income
      tax expense
                          
                          
                          (737,536
                          )
                          
                          
                          (295,679
                          )
                          
                          
                          (2,173,840
                          )
                          
                          
                          (1,035,982
                          )NET
      INCOME
                          
                          $
                          2,033,664
                          
                          
                          $
                          2,790,522
                          
                          
                          $
                          6,232,426
                          
                          
                          $
                          4,172,197Other
      comprehensive (loss) income:-
      Foreign currency translation (loss) gain
                          
                          
                          (50,599
                          )
                          
                          
                          744,185
                          
                          
                          
                          364,445
                          
                          
                          
                          1,790,018COMPREHENSIVE
      INCOME
                          
                          $
                          1,983,065
                          
                          
                          $
                          3,534,707
                          
                          
                          $
                          6,596,871
                          
                          
                          $
                          5,962,215Net
      income per share – Basic and diluted
                          
                          $
                          0.04
                          
                          
                          $
                          0.05
                          
                          
                          $
                          0.12
                          
                          
                          $
                          0.08Weighted
      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 NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008


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


(Unaudited)





Nine
      months ended February28,
      2009
                          
                          
                          
                          29,
      2008Cash
      flows from operating activities:Net
      income
                          
                          $
                          6,232,426
                          
                          
                          $
                          4,172,197Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
                          
                          
                          499,419
                          
                          
                          
                          287,878Reversal
      of allowance for doubtful accounts
                          
                          
                          -
                          
                          
                          
                          (574,190
                          )Changes
      in operating assets and liabilities:Accounts
      receivable, trade
                          
                          
                          (1,560,900
                          )
                          
                          
                          5,075,443Inventories
                          
                          
                          3,425,615
                          
                          
                          
                          (562,911
                          )Deposits
      and prepayments
                          
                          
                          (873,536
                          )
                          
                          
                          (1,365
                          )Accounts
      payable, trade
                          
                          
                          72,913
                          
                          
                          
                          133,515Customer
      deposits
                          
                          
                          (343
                          )
                          
                          
                          (707,271
                          )Value-added
      tax payable
                          
                          
                          854,534
                          
                          
                          
                          738,183Income
      tax payable
                          
                          
                          547,321
                          
                          
                          
                          (282,215
                          )Other
      payables and accrued liabilities
                          
                          
                          98,206
                          
                          
                          
                          608,120Net
      cash provided by operating activities
                          
                          
                          9,295,655
                          
                          
                          
                          8,887,384Cash
      flows from investing activities:Purchase
      of plant and equipment
                          
                          
                          (1,065,334
                          )
                          
                          
                          (42,264
                          )Net
      cash used in investing activities
                          
                          
                          (1,065,334
                          )
                          
                          
                          (42,264
                          )Cash
      flows from financing activities:Advance
      from a related party
                          
                          
                          -
                          
                          
                          
                          4,740Net
      cash provided by investing activities
                          
                          
                          -
                          
                          
                          
                          4,740Effect
      of exchange rate changes on cash and cash equivalents
                          
                          
                          75,968
                          
                          
                          
                          382,607NET
      CHANGE IN CASH AND CASH EQUIVALENTS
                          
                          
                          8,306,289
                          
                          
                          
                          9,232,467CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                          
                          
                          3,879,114
                          
                          
                          
                          813,163CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                          
                          $
                          12,185,403
                          
                          
                          $
                          10,045,630SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid for income taxes
                          
                          $
                          1,626,155
                          
                          
                          $
                          1,318,198Cash
      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 NINE MONTHS ENDED FEBRUARY 28, 2008


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


(Unaudited)





Convertible
                                                        preferred
      stock
                                                      
                                                      Common
      stock
                                                      Additional
                                                        paid-in
                                                        capital
                                                      Accumulated
                                                        other
                                                        comprehensive
                                                        income
                                                      Statutory
                                                        reserve
                                                      Retained
                                                        earnings
                                                      Total
                                                        stockholders’
                                                        equityNo.
      of share
                                                      
                                                      Amount
                                                      
                                                      No.
      of share
                                                      
                                                      AmountBalance
      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
                                                      -
                                                      
                                                      
                                                      -
                                                      
                                                      -
                                                      
                                                      
                                                      -
                                                      
                                                      -
                                                      
                                                      -
                                                      
                                                      -
                                                      
                                                      6,232,426
                                                      
                                                      6,232,426Foreign
      currency translation adjustment
                                                      -
                                                      
                                                      
                                                      -
                                                      
                                                      -
                                                      
                                                      
                                                      -
                                                      
                                                      -
                                                      
                                                      364,445
                                                      
                                                      -
                                                      
                                                      -
                                                      
                                                      364,445Balance
      as of
                                                        February
      28, 2009
                                                      -
                                                      
                                                      $
                                                      -
                                                      
                                                      53,422,971
                                                      
                                                      $
                                                      53,423
                                                      $
                                                      9,585,204
                                                      $
                                                      2,952,633
                                                      $
                                                      899,819
                                                      $
                                                      15,949,125
                                                      $
                                                      29,440,204







See
accompanying notes to condensed consolidated financial
statements.


F-5
 CHINA
SUN GROUP HIGH-TECH CO.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
 (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 February 28, 2009 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. The operation
activity was commenced from April 2006.





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




CHINA
SUN GROUP HIGH-TECH CO.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


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 February 28, 2009, the Company has VAT payable of
$401,543 in the consolidated financial statements.




F-7




CHINA
SUN GROUP HIGH-TECH CO.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


l
            Cost
      of revenue





Cost of
revenue primarily includes the purchase of raw materials, direct labor,
manufacturing overhead that are directly attributable to the production.
Shipping and handling costs are included in cost of revenue.





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 February 28, 2009, the Company did not record an allowance for
obsolete inventories, nor have there been any write-offs.





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.




F-8
 
  CHINA
SUN GROUP HIGH-TECH CO.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


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 February 28, 2009.





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.





The
Company also adopted Financial Accounting Standards Board (“FASB”)
Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes” (“FIN 48”), on January 1, 2007. FIN 48 prescribes a more
likely than not threshold for financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. This
Interpretation also provides guidance on derecognition of income tax assets and
liabilities, classification of current and deferred income tax assets and
liabilities, accounting for interest and penalties associated with tax
positions, accounting for income taxes in interim periods, and income tax
disclosures. The Company did not have any adjustment to the opening balance of
retained earnings as of January 1, 2007 as a result of the implementation of FIN
48. In accordance with FIN 48, the Company also adopted the policy of
recognizing interest and penalties, if any, related to unrecognized tax
positions as income tax expense. For the period ended February 28, 2009 and
February 29, 2008, the Company did not have any interest and penalties
associated with tax positions. As of February 28, 2009, the Company did not have
any significant unrecognized uncertain tax positions.





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.




F-9




CHINA
SUN GROUP HIGH-TECH CO.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


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$1 has been made at the following exchange rates for
the respective period:


2009
                
                
                2008Months
      end RMB: US$1 exchange rate
                
                
                6.8488
                
                
                
                7.1022Average
      monthly RMB: US$1 exchange rate
                
                
                6.8581
                
                
                
                7.3616





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.




F-10




CHINA
SUN GROUP HIGH-TECH CO.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


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 in the
PRC.





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.




F-11




CHINA
SUN GROUP HIGH-TECH CO.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


In June
2008, the FASB issued FASB Staff Position ("FSP") EITF 03-6-1, "Determining Whether Instruments
Granted in Share-Based Payment TransactionsAre 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.





In
September 2008, the FASB issued FSP 133-1 and FIN 45-4, “Disclosures about CreditDerivatives 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 FAS 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
ofa Financial Asset
When the Market for That Asset is Not Active” (“FSP FAS 157-3.”) FSP FAS
157-3 clarifies the application of SFAS No. 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 FAS 157-3 was effective upon
issuance, including prior periods for which financial statements had not been
issued. The adoption of FSP 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 nine months period
ended February 28, 2009.





F-12




CHINA
SUN GROUP HIGH-TECH CO.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


NOTE-5                                PROPERTY,
PLANT AND EQUIPMENT, NET





Property,
plant and equipment, net, consisted of:





As
      ofFebruary
      28, 2009
                
                
                May
      31, 2008(Unaudited)
                
                
                (Audited)Building
                
                $
                6,308,373
                
                
                $
                6,308,373Plant
      and machinery
                
                
                8,472,650
                
                
                
                7,358,776Office
      equipment
                
                
                165,585
                
                
                
                159,109Motor
      vehicle
                
                
                34,816
                
                
                
                34,816Foreign
      translation difference
                
                
                2,114,647
                
                
                
                1,873,73117,096,071
                
                
                
                15,734,805Less:
      accumulated depreciation
                
                
                (1,528,971
                )
                
                
                (1,029,552
                )Less:
      foreign translation difference
                
                
                (124,532
                )
                
                
                (106,569
                )Property,
      plant and equipment, net
                
                $
                15,442,568
                
                
                $
                14,598,684





Depreciation
expenses for the three months ended February 28, 2009 and February 29, 2008 were
$166,711 and $100,147, which included $102,340 and $38,654 in cost of revenue,
respectively.





Depreciation
expenses for the nine months ended February 28, 2009 and February 29, 2008 were
$499,419 and $287,878, which included $306,634 and $109,353 in cost of revenue,
respectively.








NOTE-6                                OTHER
PAYABLES AND ACCRUED LIABILITIES





Other
payables and accrued liabilities consisted of:





As
      ofFebruary
      28, 2009
                  
                  
                  May
      31, 2008(Unaudited)
                  
                  
                  (Audited)Welfare
      payable
                  
                  $
                  273,997
                  
                  
                  $
                  216,527Other
      tax payable
                  
                  
                  31,178
                  
                  
                  
                  -Accrued
      expenses
                  
                  
                  182,000
                  
                  
                  
                  -Rental
      payable
                  
                  
                  63,880
                  
                  
                  
                  57,529Other
      payable
                  
                  
                  55,090
                  
                  
                  
                  174,500Other
      payables and accrued liabilities
                  
                  $
                  606,145
                  
                  
                  $
                  448,556




F-13




CHINA
SUN GROUP HIGH-TECH CO.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


NOTE-7                                INCOME
TAXES





For the
nine months ended February 28, 2009 and February 29, 2008, the local (“United
States of America”) and foreign components of income before income taxes were
comprised of the following:





Nine
      months ended February28,
      2009
                
                
                
                29,
      2008Tax
      jurisdiction from:–
      Local
                
                $
                (209,456
                )
                
                $
                (118,433
                )–
      Foreign
                
                
                8,615,722
                
                
                
                5,326,612Income
      before income taxes
                
                $
                8,406,266
                
                
                $
                5,208,179





The
provision for income taxes consisted of the following:


Nine
      months ended February28,
      2009
                
                
                
                29,
      2008Tax
      jurisdiction from:–
      Local
                
                $
                -
                
                
                $
                -–
      Foreign
                
                
                2,173,840
                
                
                
                1,035,982Income
      tax expense
                
                $
                2,173,840
                
                
                $
                1,035,982





The
effective tax rate in the years presented is the result of the mix of income
earned in various tax jurisdictions that apply a broad range of income tax
rates. The Company operates in various countries: United States of America and
the PRC that are subject to tax in the jurisdictions in which they operate, as
follows:





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
February 28, 2009, the operation in the United States of America incurred
$920,771 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-14




CHINA
SUN GROUP HIGH-TECH CO.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


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 is subject to
the unified income tax rate of 25% on the taxable income.





The
reconciliation of income tax rate to the effective income tax rate based on
income before income taxes from foreign operation for the nine months ended
February 28, 2009 and February 29, 2008 are as follows:




Nine
      months ended February28,
      2009
                  
                  
                  
                  29,
      2008Income
      before income taxes
                  
                  $
                  8,615,722
                  
                  
                  $
                  5,326,612Income
      statutory tax rate
                  
                  
                  25
                  %
                  
                  
                  28
                  %Income
      taxes at statutory rate
                  
                  
                  2,153,931
                  
                  
                  
                  1,491,451Items
      not deductible or taxable for income tax purposeProvision
      and accrued expenses
                  
                  
                  -
                  
                  
                  
                  (455,469
                  )Non-deductible
      items
                  
                  
                  19,909
                  
                  
                  
                  -Income
      tax expense
                  
                  $
                  2,173,840
                  
                  
                  $
                  1,035,982





The
following table sets forth the significant components of the aggregate net
deferred tax assets of the Company as of February 28, 2009 and May 31,
2008:





As
      ofFebruary
      28, 2009
                
                May
      31, 2008(Unaudited)
                
                (Audited)Deferred
      tax assets:-
      Net operating loss carryforwards
                
                $
                322,269
                
                
                $
                211,024Less:
      valuation allowance
                
                
                (322,269
                )
                
                
                (211,024
                )Deferred
      tax assets
                
                $
                -
                
                
                $
                -





Management
believes that it is more likely than not that the deferred tax assets will not
be fully realizable in the future. Accordingly, the Company provided for a full
valuation allowance against its deferred tax assets of $322,269 as of February
28, 2009. During the nine months ended February 28, 2009, the valuation
allowance increased by $111,245, primarily relating to net operating loss
carryforwards from the local tax regime.





F-15




CHINA
SUN GROUP HIGH-TECH CO.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


NOTE-8                                CONCENTRATIONS
OF RISK





The
Company is exposed to the following concentrations of risk:





(a)         Major
customers





For the
three and nine months ended February 28, 2009, the customers who account for 10%
or more of revenues of the Company are presented as follows:





Three
      months ended February 28, 2009Revenues
                            
                            
                            Percentage
                              of
      revenues
                            
                            Trade
      accounts receivableCustomer
      A
                            
                            $
                            2,463,444
                            
                            
                            
                            28
                            %
                            
                            $
                            1,173,726Customer
      C
                            
                            
                            3,082,986
                            
                            
                            
                            35
                            %
                            
                            
                            -Customer
      D
                            
                            
                            1,744,771
                            
                            
                            
                            20
                            %
                            
                            
                            1,360,853Customer
      E
                            
                            
                            971,763
                            
                            
                            
                            11
                            %
                            
                            
                            -Total:
                            
                            $
                            8,262,964
                            
                            
                            
                            94
                            %
                            
                            $
                            2,534,579





Nine
      months ended February 28, 2009Revenues
                                      
                                      
                                      Percentage
                                        of
      revenues
                                      
                                      Trade
      accounts receivableCustomer
      A
                                      
                                      $
                                      7,340,123
                                      
                                      
                                      
                                      27
                                      %
                                      
                                      $
                                      1,173,726Customer
      B
                                      
                                      
                                      8,019,713
                                      
                                      
                                      
                                      29
                                      %
                                      
                                      
                                      -Customer
      C
                                      
                                      
                                      5,254,839
                                      
                                      
                                      
                                      19
                                      %
                                      
                                      
                                      -Customer
      D
                                      
                                      
                                      3,747,643
                                      
                                      
                                      
                                      14
                                      %
                                      
                                      
                                      1,360,853Total:
                                      
                                      $
                                      24,362,318
                                      
                                      
                                      
                                      89
                                      %
                                      
                                      $
                                      2,534,579





For the
three and nine months ended February 29, 2008, the customers who account for 10%
or more of revenues of the Company are presented as follows:





Three
      months ended February 29, 2008Revenues
                                                                  
                                                                  
                                                                  Percentage
                                                                    of
      revenues
                                                                  
                                                                  Trade
      accounts
                                                                    receivableCustomer
      A
                                                                  
                                                                  $
                                                                  3,547,027
                                                                  
                                                                  
                                                                  
                                                                  50
                                                                  %
                                                                  
                                                                  $
                                                                  42,069Customer
      B
                                                                  
                                                                  
                                                                  2,424,919
                                                                  
                                                                  
                                                                  
                                                                  34
                                                                  %
                                                                  
                                                                  
                                                                  -Total:
                                                                  
                                                                  $
                                                                  5,971,946
                                                                  
                                                                  
                                                                  
                                                                  84
                                                                  %
                                                                  
                                                                  $
                                                                  42,069
   F-16
  CHINA
SUN GROUP HIGH-TECH CO.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


Nine
      months ended February 29, 2008Revenues
                    
                    
                    Percentage
                      of
      revenues
                    
                    Trade
      accounts receivableCustomer
      A
                    
                    $
                    6,538,733
                    
                    
                    
                    40
                    %
                    
                    $
                    42,069Customer
      B
                    
                    
                    3,408,014
                    
                    
                    
                    21
                    %
                    
                    
                    -Customer
      D
                    
                    
                    2,508,647
                    
                    
                    
                    16
                    %
                    
                    
                    -Customer
      C
                    
                    
                    2,151,570
                    
                    
                    
                    13
                    %
                    
                    
                    -Total:
                    
                    $
                    14,606,964
                    
                    
                    
                    90
                    %
                    
                    $
                    42,069





For the
nine months ended February 28, 2009 and February 29, 2008, 100% of the Company’s
revenues were derived from customers located in the PRC.





(b)
            Major
      vendors





For the
three and nine months ended February 28, 2009, the vendors who account for 10%
or more of purchases of the Company are presented as follows:





Three
      months ended February 28, 2009Purchases
                    
                    
                    Percentage
                      of
      purchase
                    
                    Accounts
                      payableVendor
      A
                    
                    $
                    1,304,606
                    
                    
                    
                    28
                    %
                    
                    $
                    -Vendor
      B
                    
                    
                    1,718,556
                    
                    
                    
                    37
                    %
                    
                    
                    -Vendor
      C
                    
                    
                    1,643,720
                    
                    
                    
                    35
                    %
                    
                    
                    817,661Total:
                    
                    $
                    4,666,882
                    
                    
                    
                    100
                    %
                    
                    $
                    817,661





Nine
      months ended February 28, 2009Purchases
                      
                      
                      Percentage
                        of
      purchase
                      
                      Accounts
                        payableVendor
      A
                      
                      $
                      6,144,297
                      
                      
                      
                      48
                      %
                      
                      $
                      -Vendor
      B
                      
                      
                      4,354,794
                      
                      
                      
                      34
                      %
                      
                      
                      -Vendor
      C
                      
                      
                      2,227,384
                      
                      
                      
                      18
                      %
                      
                      
                      817,661Total:
                      
                      $
                      12,726,475
                      
                      
                      
                      100
                      %
                      
                      $
                      817,661




F-17




CHINA
SUN GROUP HIGH-TECH CO.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


For the
three and nine months ended February 29, 2008, the vendors who account for 10%
or more of purchases of the Company are presented as follows:





Three
      months ended February 29, 2008Purchases
                      
                      
                      Percentage
                        of
      purchases
                      
                      Accounts
                        payableVendor
      A
                      
                      $
                      1,929,411
                      
                      
                      
                      48
                      %
                      
                      $
                      427,489Vendor
      B
                      
                      
                      1,587,578
                      
                      
                      
                      40
                      %
                      
                      
                      332,938Total
                      
                      $
                      3,516,989
                      
                      
                      
                      88
                      %
                      
                      $
                      760,427





Nine
      months ended February 29, 2008Purchases
                      
                      
                      Percentage
                        of
      purchase
                      
                      Accounts
                        payableVendor
      A
                      
                      $
                      5,742,323
                      
                      
                      
                      45
                      %
                      
                      $
                      427,489Vendor
      B
                      
                      
                      3,432,917
                      
                      
                      
                      27
                      %
                      
                      
                      332,938Vendor
      C
                      
                      
                      3,096,513
                      
                      
                      
                      24
                      %
                      
                      
                      -Total:
                      
                      $
                      12,272,573
                      
                      
                      
                      96
                      %
                      
                      $
                      760,427





For the
nine months ended February 28, 2009 and February 29, 2008, 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-18




CHINA
SUN GROUP HIGH-TECH CO.
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


NOTE-9                                COMMITMENTS
AND CONTINGENCIES





(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 $5,103 and $4,754 for
the nine months ended February 28, 2009 and February 29, 2008.





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





Year
      ending February 28:2010
                
                $
                7,3002011
                
                
                2,998Total:
                
                $
                10,298





(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 to $3 million
over  a term of 15 years. As of February 28, 2009, the Company had
contingent payments of $2 million to $3 million relating to the purchase of the
prospecting and mining rights. Due to delays caused by the current global
economic downturn, this capital commitment is not expected to become effective
until the second half of 2010.


F-19


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





Results
of Operations





Three Months Ended February
28, 2009 and February 29, 2008





Net
Revenue




Net
revenue for the three months ended February 28, 2009 was $8,807,184, an increase
of $1,700,225 or 24% from net revenue of $7,106,959 for the comparable period in
2008.  The increase resulted from increased customer demand and
sales.




Cost
of Revenue




Cost of
revenue for the three months ended February 28, 2009 was $5,561,556, an increase
of $1,032,851 or 23% from $4,528,705 for the comparable period in
2008.  The increase resulted directly from increased production of our
products which is in
tandem with increased demand for such products.




Gross
Profit




Gross
profit for the three months ended February 28, 2009 was $3,245,628, an
increase of $667,374 or 26% from $2,578,254 for the comparable period in 2008.
The increase in gross profit was primarily due to an increase in revenue
generated by increased customer demand and production of our
products.




General
and Administrative Expenses




General
and administrative expenses for the three months ended February 28, 2009 were
$390,893, an increase of $381,187 or 3927% from $9,706 for the comparable period
in 2008.  The increase was primarily attributable to our more
aggressive marketing efforts to expand our market share during the recent
financial turmoil.





Research
and Development Expenses




Research
and development expenses for the three months ended February 28, 2009 were
$25,536, an increase of $23,835 or 1401% compared to $1,701 for the comparable
period in 2008. The increase was primarily attributable to the hiring of
additional personnel during these three months ended February 28,
2009.




Depreciation
Expenses




Depreciation
expenses for the three months ended February 28, 2009 were $64,371, an increase
of $2,500 or 4% compared to $61,871 for the comparable period in
2008.  The increase in our depreciation expenses is primarily
attributable to the addition of new office equipment during the period ended
February 28, 2009.




Income
(Loss) From Operations




Income
from operations for the three months ended February 28, 2009 was $2,764,828, a
decrease of $314,338 or 10% compared to $3,079,166 for the comparable period in
2008.  The decrease resulted primarily from the one-off reversal of
allowance for doubtful accounts that occurred in the third quarter of the 2008
fiscal year.




Other
Income




Interest
income for the three months ended February 28, 2009 was $6,372, a decrease of
$663 or 9% as compared to $7,035 for the comparable period in 2008. The
fluctuation in interest income between the two periods was
immaterial.




4




Income
Taxes




Provision
for income tax expenses was $737,536 for the three months ended February 28,
2009, an increase of $441,857 or 149% as compared to $295,679 for the comparable
period in 2008. The increase resulted primarily from the increase in our revenue
due to increased sales.








Foreign
Currency Translation (Loss) Gain




The
foreign currency translation (loss) gain for the three months ended February 28,
2009 was $(50,599), a decrease of $794,784 or 107% as compared to $744,185 for
the comparable period in 2008.   The decrease was primarily
attributable to the slowdown in the exchange rate revaluation of the Renminbi
against the U.S. dollar.








Net
Income




Net
income for the three months ended February 28, 2009 was $2,033,664, a decrease
of $756,858 or 27% as compared to the net income of $2,790,522 for the
comparable period in 2008.  The increase was primarily attributable to
the one-off reversal of allowance for doubtful accounts and the increase in
general and administrative expenses during the three months ended February 28,
2009.








Nine Months Ended February
28, 2009 and February 29, 2008





Net
Revenue





Net
revenue for the nine months ended February 28, 2009 was $27,400,292, an increase
of $11,200,306 or 69% from net revenue of $16,199,986 for the comparable period
in 2008. The increase in revenue was primarily attributable to increased
customer demand for our products in line with sales growth.




Cost
of Revenue




Cost of
revenue for the nine months ended February 28, 2009 was $17,211,727, an increase
of $6,681,736 or 63% from $10,529,991 for the comparable period in 2008. 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 nine months ended February 28, 2009 was $10,188,565, an increase
of $4,518,570 or 80% from $5,669,995 for the comparable period in
2008.  The increase in gross profit was primarily due to revenue
generated by increased production and sales.




General
and Administrative Expenses




General
and administrative expenses for the nine months ended February 28,
2009 were $1,538,679, an increase of $760,988 or 98% from $777,691 for the
comparable period in 2008. The increase was primarily attributable to our more
aggressive marketing efforts to expand our market share during the recent
financial turmoil.




Research
and Development Expenses




Research
and development expenses for the nine months ended February 28, 2009 were
$75,823, a decrease of $12,278 or 14% compared to $88,101 for the comparable
period in 2008. The decrease resulted from stricter expense
control.




Depreciation
Expenses




Depreciation
expenses for the nine months ended February 28, 2009 were $192,785, an
increase of $14,260 or 8% compared to $178,525 for the comparable period in
2008. The increase in our depreciation expenses is primarily attributable to the
addition of new office equipment during the period ended February 28,
2009.




5




Income
from Operations




Income
from operations for the nine months ended February 28, 2009 was $8,381,278 an
increase of $3,181,410 or 61% compared to $5,199,868 for the comparable period
in 2008. The increase resulted primarily from the increased customer demand for
our products and in line with sales growth.




Other
Income




Interest
income for the nine months ended February 28, 2009 was $24,988, an increase
of $16,677 or 200% as compared to $8,311 for the comparable period in
2008. The increase resulted primarily from interest income derived from
cash in our bank accounts.




Income
Taxes




Provision
for income tax expenses was $2,173,840 for the nine months ended February 28,
2009, an increase of $1,137,858 or 110% as compared to $1,035,982 for the
comparable period in 2008.  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 nine months ended February 28, 2009
was $364,445, a decrease of $1,425,573 or 80% as compared to $1,790,018 for the
comparable period in 2008.  The decrease was primarily attributable to
the slowdown in the exchange rate revaluation of the Renminbi against the U.S.
dollar.





Net
Income




Net
income for the nine months ended February 28, 2009 was $6,232,426, an increase
of $2,060,229 or 49 % as compared to $4,172,197 for the comparable period in
2008.





Liquidity
and Capital Resources




Cash
and Cash Equivalent




Our cash
and cash equivalent were $3,879,114 at the beginning of the nine months ended
February 28, 2009 and increased to $12,185,403 by the end of such period, an
increase of $8,306,289 or 214% from $813,163 for the same period in
2008.




Net
Cash Provided by Operating Activities




Net cash
provided by our operating activities was $9,295,655 for the nine months ended
February 28, 2009, an increase of $408,271 or 5% as compared to net cash of
$8,887,384 for the same period in 2008.  This increase was due
primarily to the growth in sales revenue with the decrease in inventories by
$3,425,615, the increase in value-added tax payable by $854,534, the increase in
other payable and accrued liabilities by $98,206, the increase in accounts
payable by $72,913, and the increase in income tax payable by $547,321 partially
offset by the decrease in customer deposits by $343, the increase in deposits
and prepayments by $873,536 and the increase in accounts receivable by
$1,560,900 in this period.




Net
Cash Used in Investing Activities




Net cash
used in investing activities was $1,065,334 for the nine months ended February
28, 2009, an increase of $1,023,070 or 2421% from $42,264 for the same period in
2008. The increase was primarily attributable to the purchase of new plant and
equipment for the assembly of a new product.




6




Net
Cash Used in Financing Activities




No cash
was generated from financing activities for the nine months ended February 28,
2009, a decrease of $4,740 or 100% from $4,740 for the same period in 2008. The
decrease was primarily attributable to the reduced advances from related
parties.




Income
Taxes




Income
tax expense was $1,626,155 for the nine months ended February 28, 2009, an
increase of $307,957 or 23% compared to $1,318,198 for the same period in 2008.
The increase resulted primarily from the increase in income from
operations.




Effect
of Exchange Rate Changes on Cash and Cash Equivalents




Effect of
exchange rate changes on cash and cash equivalents resulted in $75,968 for the
nine months ended February 28, 2009, a decrease of $306,639 or 80% compared to
$382,607 for the same period in 2008.




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 plan to
start the construction of a processing plant in Congo in the second quarter of
the 2010 fiscal year. We anticipate that the construction of the plant will cost
approximately $2,000,000 to $3,000,000.




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.




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 $7,300.




On June
9, 2007, our 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 to $3 million over a term of 15
years.  As of February 28, 2009, DLX had contingent payments of $2
million to $3 million relating to the purchase of the prospecting and mining
rights. Due to delays caused by the current global economic downturn, this
capital commitment is not expected to become effective until the second half of
2010.




7




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 third fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.


8


PART
II – OTHER INFORMATION




Item
      1.
            Legal
      Proceedings.





There is no material legal proceeding pending against
us.





Item
      1A.
            Risk
      Factors.





Not
applicable.





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 2002.2.
                31.2
                Certification
      of the Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.3
                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
      2002.4
                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.





9


SIGNATURES





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





CHINA
      SUN GROUP HIGH-TECH CO.Date:
      April 14, 2009
            By:
            /s/ Bin WangName:  Bin
      WangTitle:   President,
      Chief Executive Officer and Chairman(Principle
      Executive Officer)




.Date:
      April 14, 2009
            By:
            /s/ Ming Fen LiuName:  Ming
      Fen LiuTitle:   Chief
      Financial Officer(Principle
      Executive Officer)







10