U. S.
Securities and Exchange Commission


Washington,
D. C. 20549





FORM
10-Q





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





For the
quarterly period ended March 31, 2009





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




For the
transition period from _____ to _____





Commission
File No.
0-25380





China Huaren Organic
Products, Inc.


(Name of Registrant in its
Charter)


DELAWARE
              
              43-1401158(State of Other
      Jurisdiction of incorporation or organization)
              
              (I.R.S. Employer
      I.D. No.)
    th  Floor, New York, NY
10005


(Address
of Principal Executive Offices)





Issuer's
Telephone Number: (212) 232-0120




Indicate  by
check mark  whether the  Registrant  (1) has filed
all reports required to be filed by Sections 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.   
YesX                  No
__





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files.)  Yes     No_




Indicate
by check mark 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. (Check One)




Large
accelerated filer ___       Accelerated
filer  ____      Non-accelerated filer 
___      Smaller reporting company _X_




Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes
__       No   X




As of May
19, 2009, 15,000,712 shares of common stock, par value $.01 per share, were
outstanding.




TABLE
      OF CONTENTS
                PagePART
      I. FINANCIAL INFORMATION
 Item
      1. Financial StatementsCondensed
      Consolidated Balance Sheets as of March 31, 2009 (Unaudited)
      and December 31, 2008
                    3Condensed Consolidated
      Statements of Operations and Comprehensive Loss for
      the three months ended March 31, 2009 and 2008
      (Unaudited)
                    4Condensed
      Statements of Cash Flows for the three months ended March 31, 2009
      and 2008 (Unaudited)
                    5Notes
      to Condensed Consolidated Financial Statements
                    6-13Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operation
                    14Item
      3. Quantitative and Qualitative Disclosures About Market
    Risks
                    15Item
      4. Controls and Procedures
                    15PART
      II. OTHER INFORMATIONItem
      1. Legal Proceedings
                    16Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                    16Item
      3. Defaults Upon Senior Securities
                    16Item
      4. Submission of Matters to a Vote of Security Holders
                    16
 Item
      5. Other Information
                16Item
      6. Exhibits
                16
 
 Signatures                                                                                                                                                                                                                                                                                                                                                                                                     16
 
  
 
 
 PART
I.  FINANCIAL INFORMATION
 
 Item
1. Financial Statements.
 
 CHINA
      HUAREN ORGANIC PRODUCTS INC. AND SUBSIDIARYCONDENSED
      CONSOLIDATED BALANCE SHEETSMarch
      31, 2009
                              
                              
                              December
      31, 2008Assets
                              
                              Unaudited
                              
                              
                              AuditedCurrent
      Assets:Cash
      and equivalents
                              
                              $
                              10,911
                              
                              
                              $
                              26,817Loan
      to officers/stockholders
                              
                              
                              2,251,634
                              
                              
                              
                              2,255,312Prepaid
      expenses
                              
                              
                              6,379
                              
                              
                              
                              6,924Other
      current assets
                              
                              
                              1,683
                              
                              
                              
                              1,433Total
      Current Assets
                              
                              
                              2,270,607
                              
                              
                              
                              2,290,486Property
      and Equipment, Net
                              
                              
                              4,734
                              
                              
                              
                              4,305Deposit
      for Purchase of Fixed Assets
                              
                              
                              1,483,631
                              
                              
                              
                              1,486,053Deferred
      Income Tax Assets
                              
                              
                              59,545
                              
                              
                              
                              73,305Total
      Assets
                              
                              
                              3,818,517
                              
                              
                              
                              3,854,149Liabilities
      and Stockholders' EquityCurrent
      Liabilities:Accounts
      payable and accrued expenses
                              
                              
                              142,325
                              
                              
                              
                              134,334Loan
      from officers/stockholders
                              
                              
                              -
                              
                              
                              
                              -Tax
      payable
                              
                              
                              1,686,261
                              
                              
                              
                              1,687,389Other
      current liabilities
                              
                              
                              32,156
                              
                              
                              
                              13,782Total
      Current Liabilities
                              
                              
                              1,860,742
                              
                              
                              
                              1,835,505Stockholders'
      EquityCommon
      stock, $0.01 par value,100,000,000 shares authorized15,000,712
      shares issued and outstanding
                              
                              
                              150,007
                              
                              
                              
                              150,007Additional
      paid-in capital
                              
                              
                              6,041,868
                              
                              
                              
                              6,041,868Reserve
      fund
                              
                              
                              259,244
                              
                              
                              
                              259,244Accumulated
      deficit
                              
                              
                              (5,976,904
                              )
                              
                              
                              (5,919,394
                              )Accumulated
      other comprehensive income
                              
                              
                              1,483,560
                              
                              
                              
                              1,486,919Total
      Shareholders’ Equity
                              
                              
                              1,957,775
                              
                              
                              
                              2,018,644Total
      Liabilities and Stockholders’ Equity
                              
                              $
                              3,818,517
                              
                              
                              $
                              3,854,149The
      accompanying notes are an integral part of  financial
      statements.
 
 3
 
 CHINA
      HUAREN ORGANIC PRODUCTS INC. AND SUBSIDIARYCONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
      (UNAUDITED)Three
      Months Ended March 31,2009
                                      
                                      
                                      2008Unaudited
                                      
                                      
                                      UnauditedRevenues
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Cost
      of Goods Sold
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Gross
      Profit
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Operating
      ExpensesSelling
      expenses
                                      
                                      
                                      3,284
                                      
                                      
                                      
                                      2,581General
      and administrative expenses
                                      
                                      
                                      43,648
                                      
                                      
                                      
                                      14,054Total
      Operating Expenses
                                      
                                      
                                      46,932
                                      
                                      
                                      
                                      16,635Loss
      From Operations
                                      
                                      
                                      (46,932
                                      )
                                      
                                      
                                      (16,635
                                      )Other
      Income (Expense)Interest income
                                      
                                      
                                      4,739
                                      
                                      
                                      
                                      4,524Other
      expense, net
                                      
                                      
                                      (1,682
                                      )
                                      
                                      
                                      (34,909
                                      )Total
      Other Income (Expense)
                                      
                                      
                                      3,057
                                      
                                      
                                      
                                      (30,385
                                      )Loss
      Before Income Taxes
                                      
                                      
                                      (43,875
                                      )
                                      
                                      
                                      (47,020
                                      )Provision
      for Income Taxes
                                      
                                      
                                      13,635
                                      
                                      
                                      
                                      -Net
      Loss
                                      
                                      $
                                      (57,510
                                      )
                                      
                                      $
                                      (47,020
                                      )Foreign
      Currency Translation Adjustment
                                      
                                      
                                      (3,359
                                      )
                                      
                                      
                                      357,338Comprehensive
      (Loss) Income
                                      
                                      $
                                      (60,869
                                      )
                                      
                                      $
                                      310,318Net
      Loss Per Common Share-Basic
                                      
                                      $
                                      (0.00
                                      )
                                      
                                      $
                                      (0.00
                                      )-Diluted
                                      
                                      $
                                      (0.00
                                      )
                                      
                                      $
                                      (0.00
                                      )Weighted
      Common Shares Outstanding-Basic
                                      
                                      
                                      15,000,712
                                      
                                      
                                      
                                      14,810,168-Diluted
                                      
                                      
                                      15,000,712
                                      
                                      
                                      
                                      15,000,712The
      accompanying notes are an integral part of financial
      statements.
 
 4
  
 CHINA
      HUAREN ORGANIC PRODUCTS INC. AND SUBSIDIARYCONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)Three
      Months Ended March 31,2009
                              
                              
                              2008Unaudited
                              
                              
                              UnauditedCash
      Flows From Operating Activities:Net  Loss
                              
                              $
                              (57,510
                              )
                              
                              $
                              (47,020
                              )Adjustments
      to Reconcile Net Loss to Net CashUsed
      in Operating ActivitiesDepreciation
                              
                              
                              419
                              
                              
                              
                              1,023Deferred
      income tax assets valuation allowance
                              
                              
                              13,635
                              
                              
                              
                              -Changes
      in operating assets and liabilitiesAccounts receivable
                              
                              
                              -
                              
                              
                              
                              (44,878
                              )Advances
      to suppliers
                              
                              
                              (513
                              )
                              
                              
                              -Prepaid expenses
                              
                              
                              535
                              
                              
                              
                              79,418Other current assets
                              
                              
                              260
                              
                              
                              
                              -Accounts
      payable and accrued expenses
                              
                              
                              8,223
                              
                              
                              
                              (3,282
                              )Tax payable
                              
                              
                              1,624
                              
                              
                              
                              -Other current liabilities
                              
                              
                              18,426
                              
                              
                              
                              (2,531
                              )Net
      Cash Used in Operating Activities
                              
                              
                              (14,901
                              )
                              
                              
                              (17,270
                              )Cash
      Flows From Investing ActivitiesPurchases
      of property and equipment
                              
                              
                              (856
                              )
                              
                              
                              -Net
      Cash Used in Investing Activities
                              
                              
                              (856
                              )
                              
                              
                              -Cash
      Flows From Financing ActivitiesPayment
      for loan to officers/shareholders
                              
                              
                              -
                              
                              
                              
                              (59,042
                              )Net
      Cash Used in Financing Activities
                              
                              
                              -
                              
                              
                              
                              (59,042
                              )Net
      Decrease in Cash and Equivalents
                              
                              
                              (15,757
                              )
                              
                              
                              (76,312
                              )Effect
      of Exchange Rate Changes on Cash
                              
                              
                              (149
                              )
                              
                              
                              1,813Cash
      and Equivalents, at Beginning of Period
                              
                              
                              26,817
                              
                              
                              
                              76,658Cash
      and Equivalents, at End of Period
                              
                              $
                              10,911
                              
                              
                              $
                              2,159The
      accompanying notes are an integral part of financial
      statements.
   5
 
 CHINA
HUAREN ORGANIC PRODUCTS INC. AND SUBSIDIARY
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
  1.
Basis of Preparing Accounting Statement
 
 The
accompanying unaudited condensed consolidated financial statements of China
Huaren Organic Products Inc. and subsidiary (the "Company") have been
prepared in accordance with U.S. generally accepted accounting principles
for interim financial information and pursuant to the requirements for reporting
on Form 10-Q. Accordingly, they do not include all the information and footnotes
required by accounting principles generally accepted in the United States of
America for annual financial statements. However, the information included in
these interim financial statements reflects all adjustments (consisting solely
of normal recurring adjustments) which are, in the opinion of management,
necessary for the fair presentation of the consolidated financial position and
the consolidated results of operations. Results shown for interim periods are
not necessarily indicative of the results to be obtained for a full year. The
consolidated balance sheet information as of December 31, 2008 was derived from
the audited consolidated financial statements included in the Company's Annual
Report on Form 10-K. These interim financial statements should be read in
conjunction with that report.
 
 2.
Organization and Nature of Business
 
 China
Huaren Organic Products Inc. (“the Company”) through its indirect wholly-owned
subsidiary, Jilin Huaren Organic Product Co., Ltd. ("Jilin Huaren ") develops,
produces, and sells a wide array of organic foods and healthcare and cosmetic
products.
  In
November 2006, the Company acquired all the ownership interest of China Organic
Health Products Inc. (“China Organic”), a Delaware corporation organized in
January 2006. The Company acquired China Organic in exchange for shares of
common stock and shares of Series D Preferred Stock of the Company. The
capitalizations are described in further detail in Note 12 to the accompanying
consolidated financial statements.
 
 China
Organic did not initiate any business activity. Most of China Organic’s
activities are conducted through its 100% equity ownership in Jilin Huaren.
Jilin Huaren was incorporated in the Jilin district of People’s Republic of
China (PRC) in February 2000 under the name “Jilin KangJian Technology Trade
Center”, but adopted its current name on December 23, 2004. It remained inactive
and incurred minor administrative expenses prior to December 31, 2003. Started
from March 2004, Jilin Huaren began its business such as research, development,
production, sale of organic foods and healthcare products, and distribution of
cosmetics related merchandises in PRC. The company is selling the cosmetics
products under the “Huaren” brand name. All of Jilin Huaren’s business is
currently in China.
 3.
Net loss during Transition Period and Management Plans
 
 During
the fourth quarter of 2007, the sales revenue of Jilin Huaren had dropped down
significantly and the Company incurred a net loss. For the period from January
1, 2008 to March 31, 2009, the sales revenue was none. As of March 31, 2009, the
Company had $10, 911 cash and equivalents to fund the short-term working capital
requirements. The Company’s ability to continue as a going concern and its
future success is dependent upon its new management team’s ability to better
handle the Company’s business in China, to merge with a better business, and to
raise capital in the near term to (1) satisfy its current obligations, and (2)
fund the successful wide scale development and marketing of its
products.
 
 The
Company presently has ongoing discussions and negotiations with a number of
additional financing alternatives and merger targets. However, the Company has
no definitive agreements to provide funding at this time. In addition, the
Company has no firm commitment with any merger target.
 
 The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 
 6
  4.
Summary of Significant Accounting Policies
 
 a.
Use of Estimates
 
 The
preparation of financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reported
period. Actual results could differ from these estimates.
 
 b.
Revenue Recognition
 
 Revenue
is recognized at the date of shipment to customers, and when the price is fixed
or determinable, the delivery is completed, no other significant obligations of
us exist and collectibles is reasonably assured. There were no sales for the
first three months ended March 31, 2009 and 2008.
 
 Sales
transactions not meeting all the conditions of the full accrual method are
accounted for using the deposit method of accounting. Under the deposit method,
all costs are capitalized as incurred, and payments received from the buyer are
recorded as a customer deposits.
 
 c.
Foreign Currency Translation
 
 The
Company’s reporting currency is the U.S. dollar. The functional currencies of
the Company's subsidiaries are local currencies, primarily the Chinese Renminbi.
The financial statements are translated into U.S. dollars using period-end rates
of exchange for assets and liabilities and average rates of exchange for the
period for revenues and expenses. Translation adjustments resulting from the
process of translating the local currency financial statements into U.S. dollars
are included in other comprehensive income or loss of statements of operations
and comprehensive income (loss).
 
 d.
Income Taxes
 
 The
Company and its U. S. subsidiary will file consolidated federal income tax
returns and individually file state franchise tax returns with the State of
Delaware. The Company’s PRC subsidiary files income tax returns under the Income
Tax Law of the People's Republic of China concerning Foreign Investment
Enterprises and Foreign Enterprises and local income tax laws.
 
 The
Company follows Statement of Financial Accounting Standards No. 109 - Accounting
for Income Taxes, which requires recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been
included in the financial statements or tax returns. Under this method, deferred
tax assets and liabilities are based on the differences between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse. Deferred
taxes also are recognized for operating losses that are available to offset
future income taxes.
 
 7
  e.
Comprehensive Income
 
 SFAS 130,
Reporting Comprehensive
Income, defines comprehensive income to include all changes in equity
except those resulting from investments by owners and distributions to owners
and requires that the period’s comprehensive income, its components and
accumulated balances be disclosed. Among other disclosures, SFAS 130 requires
that all items that are required to be recognized under current accounting
standards as components of comprehensive income be reported in a financial
statement that is presented with the same prominence as other financial
statements. The Company’s only current component of comprehensive income is the
foreign currency translation adjustment.
 
 f.
Segment Reporting
 
 SFAS 131,
Disclosure about Segments of
an Enterprise and Related Information, requires disclosure of reportable
segments used by management for making operating decisions and assessing
performance. Reportable segments are categorized by products and services,
geography, legal structure, management structure, or any other manner in which
management disaggregates a company. SFAS 131 has no effect on the Company’s
financial statements as substantially all of our operations and management is
under a single operating segment.
 
 g.
Recent Pronouncements
 
 In June
2008, the FASB issued FASB Staff Position on Emerging Issues Task Force Issue
03-6, “Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1
states that unvested share-based payment awards that contain nonforfeitable
rights to dividends or dividend equivalents (whether paid or unpaid) are
participating securities and shall be included in the computation of earnings
per share (“EPS”) 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 interim periods within those years. All prior-period
EPS data presented shall be adjusted retrospectively (including interim
financial statements, summaries of earnings, and selected financial data) to
conform with the provisions of FSP EITF 03-6-1. The adoption of this FSP EITF
03-6-1 did not have a material effect on the Company’s financial
position.
 
 In May
2008, the Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No.162, “The Hierarchy of Generally
Accepted Accounting Principles”. SFAS 162 indicates the entity (not its auditor)
that is responsible for selecting accounting principles for financial statements
that are presented in conformity with GAAP. Accordingly, the GAAP hierarchy
should reside in the accounting literature established by the FASB and is
issuing SFAS 162 to achieve that result. SFAS 162 also identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy).SFAS 162 is effective 60 days following
the SEC’s approval of the Public Company Accounting Oversight Board amendments
to AU Section 411, The Meaning
of Present Fairly in Conformity With Generally Accepted Accounting
Principles. The Company is in the process of evaluating the new disclosure
requirements under SFAS 162. The Company is currently assessing the potential
impact that adoption of SFAS No. 162 may have on its financial
statements.
 
 In March
2008, the Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No.161,"Disclosures about Derivative
Instruments and Hedging Activities - An Amendment of SFAS No. 133" ("SFAS 161").
SFAS 161 seeks to improve financial reporting for derivative instruments and
hedging activities by requiring enhanced disclosures regarding the impact on
financial position, financial performance, and cash flows. To achieve this
increased transparency, SFAS 161 requires (1) the disclosure of the fair value
of derivative instruments and gains and losses in a tabular format;(2) the
disclosure of derivative features that are credit risk-related; and
(3)cross-referencing within the footnotes. SFAS 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008 (that is, January 1, 2009, for entities with calendar year-ends), with
early application encouraged.  The Company is currently assessing the
potential impact that adoption of SFAS No. 161 may have on its financial
statements.
  8
 In
December 2007, the Financial Accounting Standard Board (“FASB”) issued SFAS No.
160, “Non-controlling Interests in Consolidated Financial Statements-an
amendment of ARB No. 51” which clarifies that a non-controlling interest in a
subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. This statement also
changes the way the consolidated income statement is presented. It requires
consolidated net income to be reported at amounts that include the amounts
attributable to both the parent and the non-controlling interest. In addition,
it requires disclosure, on the face of the consolidated statement of income, of
the amounts of consolidated net income attributable to the parent and to the
non-controlling interest. SFAS No. 160 is effective for fiscal years, and
interim periods within those fiscal years beginning on or after December 15,
2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier
adoption is prohibited. The adoption of this SFAS 160 did not have a material
effect on the Company’s financial position now.
  In
December 2007, Statement of Financial Accounting Standards No. 141(R), Business
Combinations, was issued. SFAS No. 141R replaces SFAS No. 141, Business
Combinations. SFAS 141R retains the fundamental requirements in SFAS 141 that
the acquisition method of accounting (which SFAS 141 called the purchase method)
be used for all business combinations and for an acquirer to be identified for
each business combination. SFAS 141R requires an acquirer to recognize the
assets acquired, the liabilities assumed, and any non-controlling interest in
the acquiree at the acquisition date, measured at their fair values as of that
date, with limited exceptions. This replaces SFAS 141's cost-allocation process,
which required the cost of an acquisition to be allocated to the individual
assets acquired and liabilities assumed based on their estimated fair values.
SFAS 141R also requires the acquirer in a business combination achieved in
stages (sometimes referred to as a step acquisition) to recognize the
identifiable assets and liabilities, as well as the non-controlling interest in
the acquiree, at the full amounts of their fair values (or other amounts
determined in accordance with SFAS 141R). SFAS 141R applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). An
entity may not apply it before that date. The Company is currently evaluating
the impact that adopting SFAS 141R will have on its financial statements. The
Company is currently assessing the potential impact that adoption of SFAS
No. 141R may have on its financial statements.
 
 5.
Loan to (from) officers/stockholders
 
 Amounts
loaned to (from) officers/stockholders are unsecured, non-interest bearing, and
have no set repayment date. As of March 31, 2009 and December 31, 2008, the
total net amounts of loan to (from) officers/stockholders were $2,251,634 and
$2,255,312, respectively, which represented the net amounts lent by the Company
to (from) officers/stockholders.
  March
      31, 2009
                          
                          
                          December
      31, 2008Unaudited
                          
                          
                          AuditedMr.
      JinZhong Fang
                          
                          $
                          60,583
                          
                          
                          $
                          60,682Mrs.
      WenYing Li
                          
                          
                          2,364,627
                          
                          
                          
                          2,368,486Mr.
      HuaKang Zhou
                          
                          
                          (197,178
                          )
                          
                          
                          (197,496
                          )Mrs.
      Yushu Cao
                          
                          
                          23,602
                          
                          
                          
                          23,640Total
                          
                          $
                          2,251,634
                          
                          
                          $
                          2,255,312
 9
 
 6.Prepaid
Expenses
 
 Prepaid
expenses consisted of the following:
  March
      31, 2009
                          
                          
                          December
      31, 2008Unaudited
                          
                          
                          AuditedPrepaid
      office rent
                          
                          $
                          1,412
                          
                          
                          $
                          1,070Prepaid
      consultation fees and other
                          
                          
                          4,967
                          
                          
                          
                          5,854Total
                          
                          $
                          6,379
                          
                          
                          $
                          6,924
  7.
Property and Equipment, Net
 
 Property and equipment at cost, less
accumulated depreciation,
consistedof the
following:
  Estimated
      Life
                      
                      March
      31, 2009
                      
                      
                      December
      31, 2008Unaudited
                      
                      
                      AuditedOffice
      equipments
                      5
      years
                      
                      $
                      8,832
                      
                      
                      $
                      7,989Less:
      Accumulated depreciation
                      
                      
                      4,098
                      
                      
                      
                      3,684Total
                      
                      
                      $
                      4,734
                      
                      
                      $
                      4,305
  10
  8.
Deposit for Purchase of Fixed Assets
 
 Starting
from late 2005, Jilin Huaren, the subsidiary in China, intended to purchase
an office building from an unrelated company in P. R. China. The purchase price
was $1,097,513 (equivalent to RMB 7,500,000) and fix up construction cost was
$386,118 (equivalent to RMB 2,638,593). During 2006 and 2007, all these
cost had been paid to the seller and constructors by Jilin Huaren, but the title
to the property has not been transferred. Jilin Huaren had occupied the property
since 2005 without paying any rent. Accordingly, Jilin Huaren has recognized
$18,956 (equivalent to RMB 129,600) of rent expenses per year since October
1, 2005, and has recognized an equal amount of interest income imputed on the
payments that Jilin Huaren made to the seller since 2005. Management has
estimated the value of the contribution items and contacted prior owner and
government in Jilin PRC, and expects to get a full refund of $1,483,631
(equivalent to RMB 10,138,593) if the purchase does not go
through.
 
 The
Company’s total deposits for purchase of fixed assets, therefore, consisted of
the following:
 March
      31, 2009
                          
                          
                          December
      31, 2008Unaudited
                          
                          
                          AuditedDeposit
      for purchase office building
                          
                          $
                          1,483,631
                          
                          
                          $
                          1,486,053Total
                          
                          $
                          1,483,631
                          
                          
                          $
                          1,486,053
  9.
Operating lease commitments
 
 The
Company leases vehicles and certain spaces under operating lease agreements;
office space, products exhibit space, and employee living space. The following
was a schedule of future minimum rental payments required under operating leases
that had initial or remaining non-cancelable lease terms as of March 31,
2009.
 
 Quarter
      Ending March 31,2010
                        
                        $
                        4,385Total
      minimum payments required
                        
                        $
                        4,385
 Rent
expenses amounted to $10,317 and $85,691 for the three months ended March 31,
2009 and 2008, respectively.
  11
 
 10.
Taxation
 
 a.
Corporation Income Tax (“CIT”)
 
 The
Company and its US subsidiary will file consolidated federal income
tax returns and individually file state franchise tax returns with the State of
Delaware. The Company’s PRC subsidiary files income tax returns under the Income
Tax Law of the People's Republic of China concerning Foreign Investment
Enterprises and Foreign Enterprises and local income tax laws.
 
 In
accordance with the relevant PRC tax laws and regulations, the Company’s PRC
subsidiary was subject to CIT at 33% and 25% tax rate before and after January
1, 2008, respectively. The Company did not record U.S. and PRC current
income tax for three months ended March 31, 2009, since there was no taxable
income during this period, whereas the Company had recorded the deferred income
tax benefits valuation allowance for income tax in PRC in amount of $13,635 for
the three months ended March 31, 2009, due to the tax credit carryforwards
valuation allowance during this period.
 
 b.
Value Added Tax (“VAT”)
 
 The
Company is subjected to VAT on merchandise sales in PRC. For the three months
ended March 31, 2009 and 2008, a small scale VAT tax rate of 4% was
applicable.
 
 c.
Business Tax (“BT”)
 
 The
Company is also subject to Business Tax, which is charged on the service
income at a rate of 5% in accordance with the tax law in Jilin District of
PRC.
 
 d.
Taxes Payable
 
 As of
March 31, 2009 and December 31, 2008, tax payable consisted of the
following:
 March
      31, 2009
                          
                          
                          December
      31, 2008Unaudited
                          
                          
                          AuditedValue-added
      tax
                          
                          $
                          595,440
                          
                          
                          $
                          596,412Income
      tax
                          
                          
                          1,029,628
                          
                          
                          
                          1,031,309Delaware
      franchise taxes
                          
                          
                          32,888
                          
                          
                          
                          31,317Individual
      income tax withholdings
                          
                          
                          6,539
                          
                          
                          
                          6,550City
      construction, education, and other taxes
                          
                          
                          21,766
                          
                          
                          
                          21,801Total
                          
                          $
                          1,686,261
                          
                          
                          $
                          1,687,389
  12
  11.
Foreign Subsidiary
 
 a. Operations
 
 Substantially
all of the Company’s operations are carried out through its subsidiary located
in the PRC. Accordingly, the Company’s business, financial condition and results
of operations may be influenced by the political, economic and legal
environments in the PRC. The Company’s business may be influenced by
changes in governmental policies with respect to laws and regulations,
anti-inflationary measures, currency fluctuation and remittances and methods of
taxation, among other things.
 
 b. Dividends
and Reserves
 
 Under
laws of the PRC, net income after taxation can only be distributed as dividends
after appropriation has been made for the following: (i) cumulative prior years'
losses, if any; (ii) allocations to the "Statutory Surplus Reserve" of at least
10% of net income after tax, as determined under PRC accounting rules and
regulations, until the fund amounts to 50% of the Company's registered capital;
(iii) allocations of 5-10% of income after tax, as determined under PRC
accounting rules and regulations, to the Company's "Statutory Common Welfare
Fund", which is established for the purpose of providing employee facilities and
other collective benefits to employees in China; and (iv) allocations to any
discretionary surplus reserve, if approved by shareholders.
 
 As
of March 31, 2009 and as of December 31, 2008, the Company’s PRC
subsidiary established and segregated in retained earnings an aggregate amount
of $259,244 and $259,244, respectively, for the Statutory Surplus Reserve and
the Statutory Common Welfare Fund.
 
 12.
Stockholders Equity
 Before
acquisition (the “Share Exchange”), the Company had 17,548,665 shares of common
stock outstanding. On November 13, 2006, the Company acquired all of the
outstanding capital stock of China Organic Health Products, Inc. (“China
Organic”).  In connection with the closing of the acquisition (the “Share
Exchange”), the Company issued to the shareholders of China Organic (a)
27,486,175 shares of common stock and (b) Series D Preferred Stock, which was
convertible into 469,760,000 shares of common stock. As part of the merger,
effective on January 16, 2007, the Company (i) changed its name to “China
Huaren Organic Products, Inc” from “Ultradata Systems, Inc., (ii) brought
into effect a 1:39 reverse split of its outstanding common shares, and
(iii)  increased  the number of authorized shares of common
stock from 50,000,000 shares, par value $0.01 to 100,000,000 shares, $0.01 par
value. After recapitalization, the Series D Preferred Stock was converted
into 12,045,128 common shares.
 
 On
January 5, 2007, the shareholders of Series B Preferred Stock exercised its
right to convert all of the outstanding Series B Preferred Stock into
58,499,413 shares of common stock. After giving effect to the reverse stock
split on January 16, 2007, the shares obtained by this shareholder on conversion
of the Series B Preferred Stock totaled 1,499,985. As a result, there were
14,699,853 common shares issued and outstanding, par value $0.01 as of December
31, 2007 and 2006.
 
 On
February 28, 2008, certain individuals converted all of the outstanding Series C
Preferred Stock into 300,859 shares of the Company’s common stock. Therefore the
Company had 15,000,712 common shares issued and outstanding, par value $0.01,
on March 31, 2009 and 2008, respectively.
  13
  Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
 
 The
following analysis of our condensed consolidated financial condition and results
of operations for the three months ended March 31, 2009 and 2008, should be read
in conjunction with the consolidated financial statements, including footnotes,
and other information presented in our annual report on Form 10-K for the year
ended December 31, 2008, as filed with the Securities and Exchange Commission
onMay 18,
2009.
  Results
of Operations
  Our
operations during the first three months of 2009 and 2008 produced no revenue,
but a low level of operating expenses. For the three month periods ended March
31, 2009, our total operating expenses were $46,932 as compared to $16,635
for three months ended March 31, 2008, an increase of $30,297. This
increase was attributable to an increase in employees’ salaries, travel
expenses, legal fees, and rent expenses in the current quarter. Even though this
increase had been offset with a decrease of heating fees in the current quarter,
we still incurred more operating expenses in the first quarter 2009 as compared
to the first quarter 2008. During the first quarter 2009, we hired more
persons and spent most of travel and legal fees on looking for the new clients,
merge targets, and available fund. However, we still did not have firm
commitment with any of them as of March 31, 2009. In addition, we recognized a
deferred income tax benefits valuation allowance $13,635 for the tax credit
carryforwards valuation drop down in the first quarter 2009.
 Our
business operates entirely in Chinese Renminbi, but we report our results in our
SEC filings in U.S. Dollars.  The conversion of our accounts from RMB
to Dollars results in translation adjustments, which are reported as a middle
step between net income and comprehensive income. The net income is added to the
retained earnings on our balance sheet; while the translation adjustment is
added to a line item on our balance sheet labeled “accumulated other
comprehensive income,” since it is more reflective of changes in the relative
values of U.S. and Chinese currencies than of the success of our
business.  During the first three months of 2009 and 2008, the
unrealized (loss) gain on foreign currency translations
added ($3,359), and $357,338 to our accumulated other comprehensive
income.
  Our
prospects for the future will depend on the success of our new managers, who
assumed control of Jilin Huaren in May 2008. We believe that our business plan,
if properly implemented by competent management, can be successful and that we
have put in place most of the resources necessary to permit the plan to be
implemented.  But the new management will have to revive the Company’s
operations almost completely.  Whether they will be able to overcome
the inertia of recent stagnancy in our operations will be known only with the
passage of time.
  Liquidity and Capital
Resources
  On March
31, 2009 we had working capital of $409,865, a reduction of $45,116 from
our working capital on December 31, 2008. The reduction was primarily the result
of less cash and equivalent, and more accrued expenses and other current
liabilities that we had on March 31, 2009 as compared to December 31, 2008. We
had no long-term liabilities. However, we lack the cash necessary to make our
distribution network more efficient, having had only $10,911 in cash and
equivalents as of March 31, 2009.  To obtain the necessary cash, we
expect to acquire the necessary funds from outside sources or majority
shareholders in the next quarter of 2009.
  Despite
the net loss of $57,510 that we incurred during the three months ended
March 31, 2009, our operations in that period reduced our cash position by only
$14,901. This disparity occurred primarily because the amount that we
applied to offset our total net loss, was $40,284 including $13,635 of
deferred income tax assets valuation allowance, $8,223 increase in accrued
expense, and $18,426 increase in other current liabilities. This offset
enabled us to preserve our cash.
 
 During
2005, we contracted to purchase an office building for our operations. We have
deposited $1,483,631 (equivalent to RMB 10,138,593) with the seller and
constructors to cover the cost of the building and certain improvements that we
require.  Title to the building has not passed to us yet,
however.  So our investment is recorded on the balance sheet as a
“deposit for purchase of fixed assets.”
  The cash
demands of our business mean that in order to make capital improvements we need
additional capital from external sources.  Our plan is to acquire
additional organic soil resources in the near future, and to invest in
manufacturing capability over the longer term.  To fund those
additions to our balance sheet, we intend to merge with other target and/or sell
equity.  At the present time, however, we have received no commitments
from any sources.
   14
  Off-Balance Sheet
Arrangements
  We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition or results of
operations.
 
 Item
3. Quantitative and Qualitative Disclosures about Market Risk
 
 Not
 applicable.
 
 Item
4. Controls and Procedures
 
 Evaluation of Disclosure Controls
and Procedures.
  Pursuant
to Rule13a-15(e) promulgated by the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, “disclosure controls and procedures”
means controls and other procedures that are designed to insure that information
required to be disclosed by China Huaren in the reports that it files with the
Securities and Exchange Commission is recorded, processed, summarized and
reported within the time limits specified in the Commission’s
rules. “Disclosure controls and procedures” include, without limitation,
controls and procedures designed to insure that information China Huaren is
required to disclose in the reports it files with the Commission is accumulated
and communicated to our Chief Executive Officer and Chief Financial Officer as
appropriate to allow timely decisions regarding required
disclosure.  Based on his evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that China Huaren’s system of disclosure
controls and procedures was effective as of March 31, 2009 for the purposes
described in this paragraph.
 
 Changes in Internal
Control overFinancial
Reporting
  During the three months ended March 31,
2009, there has been no change in our internal control over financial reporting
(as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) ) that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
  15
  PART
II      OTHER INFORMATION
 
 ITEM 1.
LEGAL PROCEEDINGS
  The
company is not party to any material legal proceeding.
  ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  (c) Unregistered sales of
equity securities
  None.
  (e) Purchases of equity
securities
  The
Company did not repurchase any of its equity securities that were registered
under Section 12 of the Securities Exchange Act during the 1stquarter
of fiscal 2009.
  ITEM
3. DEFAULTS UPON SENIOR SECURITIES
  None.
  ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  None.
  ITEM
5. OTHER INFORMATION
  None.
  ITEM
6. EXHIBITS
 
 31
                Rule
      13a-14(a) Certification
 
 32
                Rule
      13a-14(b) Certification
 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
      Huaren Organic Products, Inc.
 Date
      : May 20, 2009
                          /s/Yushu
Cao
 Yushu Cao,
Chief Executive Officer
 and
Chief Financial Officer
 16