UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q/A-2





(MARK
ONE)




x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 FOR THE QUARTERLY PERIOD ENDED June 30,
  2010.




o
              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: 333-150388





Rongfu
Aquaculture, Inc.


(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)





NEVADA
              
              98-0655634(STATE
      OR OTHER JURISDICTION OF
              
              (I.R.S.
      EMPLOYER IDENTIFICATION NO.)INCORPORATION
      OR ORGANIZATION




Dongdu
Room 321, No. 475 Huanshidong Road


Guangzhou
City, People’s Republic of China 510075


(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)





REGISTRANT’S
TELEPHONE NUMBER, INCLUDING AREA CODE:011-86-20-8762-1778





Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x
  No o





Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Date 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 o
  No o





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 filero
              Accelerated
      fileroNon-accelerated
      filero
              Smaller
      reporting companyx




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




The
number of shares of Common Stock of the Registrant, par value $.001 per share,
outstanding on June 30, 2010 was 21,286,789.








EXPLANATORY
NOTE




This Amendment No. 2 to our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2010 which was filed with the
Securities and Exchange Commission (the “SEC”) on August 23, 2010 (the “Original
Filing”) is being filed to include in an amended Item 1. Financial Statements,
restated financial statements as described in Note 18 to the accompanying
consolidated financial statements.  This Form 10-Q/A amends the following
items in the Original Filing to reflect the changes in accounting
treatment:




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




Part I,
Item 4. Controls and Procedures




Part II,
Item 6. Exhibits




On
September 30, 2010 we filed an Amendment No. 1 to our Quarterly Report on Form
10-Q for the quarter ended June 30, 2010 solely to file a revised Certification
of the Chief Financial Officer of the Company to correct a reference to the date
of the end of the period covered by the report. Other than such Amendment No. 1
and as described in the first paragraph above, none of the other disclosures in
the Original Filing have been amended or updated. Among other things,
forward-looking statements made in the Original Filing have not been revised to
reflect events that occurred or facts that became known to the Company after the
filing of the Original Filing, and such forward-looking statements should be
read in their historical context. Accordingly, this Annual Report on Form
10-Q/A-2 should be read in conjunction with the Company’s filings with the SEC
subsequent to the Original Filing.





We are
also contemporaneously filing with the SEC an Amendment No. 1 to our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2010 which was filed with
the SEC on May 28, 2010 to include in an amended Item 1. Financial Statements,
restated financial statements as described in Note 17 to those restated
financial statements as well as amendments to Items 2, 4 and 6 of such Quarterly
Report.





RONGFU
AQUACULTURE, INC.





INDEX
TO JUNE 30, 2010 FORM 10-Q/A-2




Page
                  NumberPart
      I - Financial Information
                
                F-1Item
      1 - Financial Statements
                
                F-1Consolidated
      Balance Sheets as of June 30, 2010 (unaudited) and December 31, 2009
      (restated)
                
                F-1Consolidated
      Statements of Income and Comprehensive Income for the Three Months and Six
      Months ended June 30, 2010 and 2009 (unaudited and
    restated)
                
                F-2Consolidated
      Statements of Cash Flows for the Six Months ended June 30,
      2010 (unaudited and restated) and 2009 (unaudited)
                
                F-3Consolidated
      Statement of Stockholders’ Equity for the Six Months Ended June 30, 2010
      and the Year Ended December 31, 2009 (restated)
                
                F-4Notes
      to the Consolidated Financial Statements (unaudited and
      restated)
                
                F-5Item
      2 - Management's Discussion and Analysis of Results of Operations and
      Financial Condition
                
                4Item
      3 -  Quantitative and Qualitative Disclosures About Market
      Risk
                
                9Item
      4 - Controls and Procedures
                
                9Part
      II - Other Information
                
                10Item
      6 - Exhibits
                
                10Signature
      Page
                
                11




2





FORWARD-LOOKING
STATEMENTS





The discussions of the business and
activities of Rongfu Aquaculture, Inc. (“we,” “us,” “our” or “the Company”) set
forth in this Form 10-Q/A and in other past and future reports and announcements
by the Company may contain forward-looking statements and assumptions regarding
future activities and results of operations of the Company.  You can
identify these statements by the fact that they do not relate strictly to
historical or current facts. Forward-looking statements involve risks and
uncertainties. Forward-looking statements include statements regarding, among
other things, (a) our projected sales, profitability, and cash flows, (b) our
growth strategies, (c) anticipated trends in our industry, (d) our future
financing plans and (e) our anticipated needs for working capital. They are
generally identifiable by use of the words "may," "will," "should,"
"anticipate," "estimate," "plans," “potential," "projects," "continuing,"
"ongoing," "expects," "management believes," "we believe," "we intend" or the
negative of these words or other variations on these words or comparable
terminology. These statements may be found under "Management's Discussion and
Analysis of Financial Condition and Results of Operations” as well as in this
Form 10-Q generally. In particular, these include statements relating to future
actions, prospective products or product approvals, future performance or
results of current and anticipated products, sales efforts, expenses, the
outcome of contingencies such as legal proceedings, and financial
results.





Any or
all of our forward-looking statements in this report may turn out to be
inaccurate. They can be affected by inaccurate assumptions we might make or by
known or unknown risks or uncertainties. Consequently, no forward-looking
statement can be guaranteed. Actual future results may vary materially as a
result of various factors, including, without limitation, the risks outlined
under "Risk Factors" and matters described in the most recent Form 10-K filed by
the Company. In light of these risks and uncertainties, there can be no
assurance that the forward-looking statements contained in this filing will in
fact occur. You should not place undue reliance on these forward-looking
statements.





We undertake no obligation to update
forward-looking statements to reflect subsequent events, changed circumstances,
or the occurrence of unanticipated events.


3





PART
I. FINANCIAL INFORMATION





Item
1. Financial Statements.





RONGFU
AQUACULTURE, INC


CONSOLIDATED
BALANCE SHEETS


JUNE
30, 2010 AND DECEMBER 31, 2009





6/30/2010
                            
                            
                            12/31/2009(Unaudited
      and
                              restated)
                            
                            
                            (Restated)ASSETSCurrent
      AssetsCash
                            
                            $
                            7,125,477
                            
                            
                            $
                            3,194,248Accounts
      receivable
                            
                            
                            2,043,325
                            
                            
                            
                            236,374Inventories
                            
                            
                            8,987,628
                            
                            
                            
                            2,979,753Due
      from shareholders
                            
                            
                            -
                            
                            
                            
                            4,008,659Other
      receivable
                            
                            
                            27,149
                            
                            
                            
                            21,208Trade
      deposit
                            
                            
                            -
                            
                            
                            
                            121,224Prepaid
      expenses
                            
                            
                            679,301
                            
                            
                            
                            230,247Total
      Current Assets
                            
                            
                            18,862,880
                            
                            
                            
                            10,791,713Fixed
      assets
                            
                            
                            905,285
                            
                            
                            
                            405,147Biological
      assets
                            
                            
                            366,200
                            
                            
                            
                            432,808Total
      Assets
                            
                            $
                            20,134,365
                            
                            
                            $
                            11,629,668LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable
                            
                            $
                            5,361,607
                            
                            
                            $
                            -Other
      payable
                            
                            
                            264,575
                            
                            
                            
                            2,743,960Advance
      from clients
                            
                            
                            -
                            
                            
                            
                            498,785Short-term
      bank loan
                            
                            
                            -
                            
                            
                            
                            380,273Dividend
      payable
                            
                            
                            -
                            
                            
                            
                            3,466,331Income
      tax payable
                            
                            
                            251,866
                            
                            
                            
                            -Derivative
      liability
                            
                            
                            8,575,785
                            
                            
                            
                            -Total
      Current liabilities
                            
                            
                            14,453,833
                            
                            
                            
                            8,084,662Long-term
      bank loan
                            
                            
                            -
                            
                            
                            
                            1,170,070Total
      liabilities
                            
                            
                            14,453,833
                            
                            
                            
                            9,254,732Temporary
      equity:Redeemable
      preferred stock, par value $0.001 per share, 2,768,721 issued at June
      30, 2010 and 0 at December 31, 2009.
                            
                            
                            7,700,000
                            
                            
                            
                            -Stockholders'
      EquityCommon
      stock, par value, $0.001 per share, 90,000,000 shares authorized,
      21,286,789 and 19,623,889 shares issued and outstanding at June 30, 2010
      and December 31, 2009, respectively
                            
                            
                            21,287
                            
                            
                            
                            19,624Additional
      paid in capital
                            
                            
                            1,056,365
                            
                            
                            
                            797,808Statutory
      reserve
                            
                            
                            1,076,310
                            
                            
                            
                            1,051,089Other
      comprehensive income
                            
                            
                            768,203
                            
                            
                            
                            866,699Retained
      earnings
                            
                            
                            (4,941,633
                            )
                            
                            
                            (360,284
                            )Total
      Stockholders' Equity
                            
                            
                            (2,019,468
                            )
                            
                            
                            2,374,936Total
      Liabilities and Stockholders' Equity
                            
                            $
                            20,134,365
                            
                            
                            $
                            11,629,668





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


F-1





RONGFU,
INC.


CONSOLIDATED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME


FOR
THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009


(UNAUDITED
AND RESTATED)





Six
      Months Ended June 30,
                  
                  
                  Three
      Months Ended June 30,2010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009(Unaudited)
                  
                  
                  (Unaudited)
                  
                  
                  (Unaudited)
                  
                  
                  (Unaudited)Revenue
                  
                  $
                  22,553,424
                  
                  
                  $
                  16,968,277
                  
                  
                  $
                  12,629,897
                  
                  
                  $
                  7,561,849Cost
      of goods sold
                  
                  
                  14,446,385
                  
                  
                  
                  10,188,007
                  
                  
                  
                  7,726,590
                  
                  
                  
                  3,921,262Gross
      profit
                  
                  
                  8,107,039
                  
                  
                  
                  6,780,270
                  
                  
                  
                  4,903,307
                  
                  
                  
                  3,640,587Operating
      expenses:Selling
      expenses
                  
                  
                  841,731
                  
                  
                  
                  290,081
                  
                  
                  
                  555,799
                  
                  
                  
                  202,490General
      and administrative expenses
                  
                  
                  939,764
                  
                  
                  
                  1,075,070
                  
                  
                  
                  360,352
                  
                  
                  
                  413,198Research
      and development cost
                  
                  
                  38,643
                  
                  
                  
                  35,142
                  
                  
                  
                  18,807
                  
                  
                  
                  16,307Total
      operating expenses
                  
                  
                  1,820,138
                  
                  
                  
                  1,400,293
                  
                  
                  
                  934,958
                  
                  
                  
                  631,995Net
      income from operations
                  
                  
                  6,286,901
                  
                  
                  
                  5,379,977
                  
                  
                  
                  3,968,349
                  
                  
                  
                  3,008,592Other
      income (expense)Loss
      on fair value of derivative liability
                  
                  
                  (5,307,988
                  )
                  
                  
                  -
                  
                  
                  
                  (745,740
                  )
                  
                  
                  -Interest
      income
                  
                  
                  6,614
                  
                  
                  
                  20,840
                  
                  
                  
                  3,852
                  
                  
                  
                  8,993Interest
      expense
                  
                  
                  (34,841
                  )
                  
                  
                  (450
                  )
                  
                  
                  (17,447
                  )
                  
                  
                  (241
                  )Total
      other (expense) income
                  
                  
                  (5,336,215
                  )
                  
                  
                  20,390
                  
                  
                  
                  (759,335
                  )
                  
                  
                  8,751Net
      income before income taxes
                  
                  
                  950,686
                  
                  
                  
                  5,400,367
                  
                  
                  
                  3,209,014
                  
                  
                  
                  3,017,343Income
      taxes
                  
                  
                  488,584
                  
                  
                  
                  378,905
                  
                  
                  
                  252,098
                  
                  
                  
                  177,378Net
      income
                  
                  
                  462,102
                  
                  
                  
                  5,021,462
                  
                  
                  
                  2,956,916
                  
                  
                  
                  2,839,965Deemed
      dividend from beneficial conversion feature ofSeries
      A preferred stock
                  
                  
                  (4,374,579
                  )
                  
                  
                  -Dividends
      paid or declared
                  
                  
                  (643,651
                  )Net
      income (loss) available to common shareholders
                  
                  
                  (4,556,128
                  )
                  
                  
                  5,021,462
                  
                  
                  
                  2,956,916
                  
                  
                  
                  2,839,965Net
      income (loss) per common shareEarnings
      per share – Basic and diluted
                  
                  
                  (0.22
                  )
                  
                  
                  0.26
                  
                  
                  
                  0.14
                  
                  
                  
                  0.14Weighted
      average common shares outstandingBasic
      and diluted
                  
                  
                  20,487,495
                  
                  
                  
                  19,623.889
                  
                  
                  
                  21,286,789
                  
                  
                  
                  19,623,889Net
      income
                  
                  $
                  462,102
                  
                  
                  $
                  5,021,462
                  
                  
                  $
                  2,956,916
                  
                  
                  $
                  2,839,965Other
      comprehensive loss
                  
                  
                  (98,496
                  )
                  
                  
                  (177,809
                  )
                  
                  
                  (95,045
                  )
                  
                  
                  (179,891
                  )Comprehensive
      income
                  
                  $
                  363,606
                  
                  
                  $
                  4,843,653
                  
                  
                  $
                  2,861,871
                  
                  
                  $
                  2,660,074





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


F-2





RONGFU
AQUACULTURE INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS


FOR
THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009


(UNAUDITED)





2010
                        (restated)
                      
                      
                      2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Income
                      
                      $
                      462,102
                      
                      
                      $
                      5,021,462Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
                      
                      
                      54,726
                      
                      
                      
                      54,369Amortization
      of biological assets
                      
                      
                      231,601
                      
                      
                      
                      204,339Change
      in derivative liability value
                      
                      
                      5,307,988
                      
                      
                      
                      -Professional
      fee in connection with the issuance of shares
                      
                      
                      192,361(Increase)
      / decrease in assets:Accounts
      receivables
                      
                      
                      (1,800,409
                      )
                      
                      
                      3,145,234Inventories
                      
                      
                      (5,971,204
                      )
                      
                      
                      1,018,118Prepaid
      expense and other receivables
                      
                      
                      (434,732
                      )
                      
                      
                      67,534Trade
      deposit
                      
                      
                      121,718
                      
                      
                      
                      -Due
      from shareholder
                      
                      
                      4,024,965
                      
                      
                      
                      (1,461,298
                      )Increase
      / (decrease) in current liabilities:Accounts
      payable
                      
                      
                      5,346,962
                      
                      
                      
                      536,363Other
      payable
                      
                      
                      (2,499,717
                      )
                      
                      
                      462,675Advances
      from clients
                      
                      
                      (500,814
                      )
                      
                      
                      -Income
      taxes payable
                      
                      
                      (748,185
                      )
                      
                      
                      (52,193
                      )Net
      cash provided by operating activities
                      
                      
                      3,787,362
                      
                      
                      
                      8,996,603CASH
      FLOWS FROM INVESTING ACTIVITIESPurchased
      fixed assets
                      
                      
                      (554,863
                      )
                      
                      
                      (69,175
                      )Purchased
      biological assets
                      
                      
                      (164,993
                      )
                      
                      
                      -Net
      cash used by investing activities
                      
                      
                      (719,856
                      )
                      
                      
                      (69,175
                      )CASH
      FLOWS FROM FINANCING ACTIVITIESDue
      to shareholder
                      
                      
                      -
                      
                      
                      
                      (8,517,615
                      )Borrowings
      (payment) of short-term loan, net
                      
                      
                      (381,870
                      )
                      
                      
                      730,649Borrowings
      (payment) of long-term bank loan
                      
                      
                      (1,174,985
                      )
                      
                      
                      1,753,558Dividend
      paid
                      
                      
                      (4,110,591
                      )
                      
                      
                      (14,024,570
                      )Proceeds
      from issuance of preferred stock
                      
                      
                      6,561,077
                      
                      
                      
                      -Net
      cash provide (used) by financing activities
                      
                      
                      893,631
                      
                      
                      
                      (20,057,978
                      )Effect
      of exchange rate changes on cash and cash equivalents
                      
                      
                      (29,908
                      )
                      
                      
                      (553,287
                      )Net
      change in cash and cash equivalents
                      
                      
                      3,931,229
                      
                      
                      
                      (11,683,837
                      )Cash
      and cash equivalents, beginning balance
                      
                      
                      3,194,248
                      
                      
                      
                      14,823,476Cash
      and cash equivalents, ending balance
                      
                      $
                      7,125,477
                      
                      
                      $
                      3,139,639SUPPLEMENTAL
      DISCLOSURES:Cash
      paid during the year for:Income
      tax payments
                      
                      $
                      1,236,768
                      
                      
                      $
                      981,540Interest
      payments
                      
                      $
                      34,841
                      
                      
                      $
                      450





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




F-3





RONGFU
AQUACULTURE, INC.


CONSOLIDATED STATEMENT
OF STOCKHOLDERS' EQUITY


FOR
THE SIX MONTHS ENDED JUNE 30, 2010


(UNAUDITED
AND RESTATED)





Common
      Stock
                    Shares
                  
                  
                  Amount
                  
                  
                  Additional
                    Paid-in
      Capital
                  
                  
                  Comprehensive
                    Income
                  
                  
                  Statutory
                    Reserves
                  
                  
                  Retained
                    Earnings
                  
                  
                  Total
                    Stockholders’
                    EquityBalance
      December 31, 2009
                  
                  
                  19,623,889
                  
                  
                  $
                  19,624
                  
                  
                  $
                  797,808
                  
                  
                  $
                  866,699
                  
                  
                  $
                  1,051,089
                  
                  
                  $
                  (360,284
                  )
                  
                  $
                  2,374,936Foreign
      currency translation adjustments
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (98,496
                  )
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (98,496
                  )Issuance
      of warrants
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (3,267,797
                  )
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (3,267,797
                  )Syndication
      costs associated with preferred stock purchase agreement
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (1,038,923
                  )
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (1,038,923
                  )Stock
      based compensation –issued in conjunction with professional services
      rendered
                  
                  
                  1,662,900
                  
                  
                  
                  1663
                  
                  
                  
                  191,174
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  191,174Stock
      based compensation –issued in conjunction with financing
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  927,872
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  929,535Syndication
      costs associated with financing
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (928,348
                  )
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (928,348
                  )Dividends
      Paid or Declared
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (643,651
                  )
                  
                  
                  (643,651
                  )Transferred
      to Statutory reserve
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  25,221
                  
                  
                  
                  (25,221
                  )
                  
                  
                  -Deemed dividend
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  4,374,579
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (4,374,579
                  )
                  
                  
                  -Income
      for the six months ended June 30,2010
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  462,102
                  
                  
                  
                  462,102Balance
      June 30, 2010
                  
                  
                  21,286,789
                  
                  
                  $
                  21,287
                  
                  
                  $
                  1,056,365
                  
                  
                  $
                  768,203
                  
                  
                  $
                  1,076,310
                  
                  
                  $
                  (4,941,633
                  )
                  
                  $
                  (2,019,468
                  )Balance
      December 31, 2008
                  
                  
                  19,623,889
                  
                  
                  $
                  19,624
                  
                  
                  $
                  797,808
                  
                  
                  $
                  861,166
                  
                  
                  $
                  665,852
                  
                  
                  $
                  12,653,251
                  
                  
                  $
                  14,997,701Foreign
      currency translation adjustments
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  5,533
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  5,533Transferred
      to Statutory reserve
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  385,237
                  
                  
                  
                  (385,237
                  )
                  
                  
                  -Dividend
      paid or declared
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (25,704,486
                  )
                  
                  
                  (25,704,486
                  )Income
      for the year ended December 31, 2009
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  13,076,088
                  
                  
                  
                  13,076,088Balance
      December 31, 2009
                  
                  
                  19,623,889
                  
                  
                  $
                  19,624
                  
                  
                  $
                  797,808
                  
                  
                  $
                  866,699
                  
                  
                  $
                  1,051,089
                  
                  
                  $
                  (360,284
                  )
                  
                  $
                  2,374,936





The
accompanying notes are an integral part of these financial
statements


F-4





RONGFU
AQUACULTURE, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


JUNE
30, 2010


(UNAUDITED
AND RESTATED)





Note
1 – ORGANIZATION


Rongfu
Aquaculture, Inc., formerly named Granto, Inc (the “Company”) was incorporated
in Nevada on February 29, 2008. On March 29, 2010, the Company entered into a
Share Exchange Agreement with Rongfu Aquaculture, Inc. (“Rongfu”), certain
stockholders and warrant holders of Rongfu (the “Rongfu Stockholders”)
and a stockholder of Granto (the “Share Exchange Agreement”).  Pursuant to
the Share Exchange Agreement, on March 29, 2010, 9 Rongfu Stockholders
transferred 100% of the outstanding shares of common stock and 100% of the
warrants to purchase common stock of Rongfu held by them, in exchange for an
aggregate of 18,623,889 newly issued shares of our Common Stock held by them
(the “Share Exchange Transaction”). In addition the shareholders received
warrants to purchase an aggregate of 666,666 shares of our Common Stock. In
connection with the closing of the Share Exchange Agreement, the former
principal stockholder agreed to and did cancel 1,150,000 of the 1,200,000 shares
of Granto, Inc. Common Stock held by her.





On March
29, 2010, the Company completed its merger with Rongfu in accordance with the
Share Exchange Agreement.  The Share Exchange Transaction is being
accounted for as a reverse acquisition. In accordance with the Accounting and
Financial Reporting Interpretations and Guidance prepared by the staff of the
U.S. Securities and Exchange Commission, the Company (the legal acquirer) is
considered the accounting acquiree and Rongfu (the legal acquiree) is considered
the accounting acquirer for accounting purposes. Subsequent to the Share
Exchange Transaction, the financial statements of the combined entity will in
substance be those of Rongfu. The assets, liabilities and historical operations
prior to the share exchange transaction will be those of Rongfu. Subsequent to
the date of the Share Exchange Transaction, Rongfu is deemed to be a
continuation of the business of the Company. Therefore post-exchange financial
statements will include the combined balance sheet of the Company and Rongfu,
the historical operations of Rongfu and the operations of the Company and Rongfu
from the closing date of the Share Exchange Transaction
forward.





Rongfu
was incorporated in Delaware on January 13, 2009. Flourishing Blessing (Hong
Kong) Co., Ltd. (“Hong Kong Rongfu”) was incorporated on November 11, 2008.
Pursuant to a Share Exchange Agreement, dated as of December 29, 2009,
(the “December 2009 Agreement”) all of the shareholders of Hong Kong Rongfu
exchanged all of the outstanding shares of Hong Kong Rongfu for shares of common
stock of Rongfu and Rongfu became the owner of 100% of the outstanding capital
stock of Hong Kong Rongfu. Hong Kong Rongfu owns 100% of the capital stock of
Guangzhou Flourishing Blessing Hansen Agriculture Technology Limited (“Guangzhou
Flourishing”). Guangzhou Flourishing is a wholly foreign-owned enterprise, or
“WFOE,” under the laws of the People’s Republic of China (the “PRC”) by virtue
of its status as a wholly-owned subsidiary of a non-PRC company, Hong Kong
Rongfu.  In connection with the closing of the December 2009
Agreement, Guangzhou Flourishing  entered into and consummated a
series of agreements (the “Contractual Agreements”),with Chen Zhisheng and
Foshan Nanhai Ke Da Heng Sheng Aquatic Co., Ltd. (“Nanhai Ke Da Heng
Sheng”).  Under the Contractual Agreements, Guangzhou Flourishing
agreed to assume control of the operations and management of Nanhai Ke Da Heng
Sheng in exchange for a management fee equal to Nanhai Ke Da Heng Sheng’s
earnings before taxes. As a result, the business of Nanhai Ke Da Heng
Sheng  and Hainan Ke Da Heng Sheng Aquit Germchit Co., Ltd.,
a PRC corporation (“Hainan Ke Da Heng Sheng”) , 70% of the outstanding
stock of which is owned by Nanhai Ke Da Heng Sheng,  will be conducted
by Guangzhou Flourishing. We anticipate that Nanhai Ke Da Heng Sheng and Hainan
Ke Da Heng Sheng will continue to be the contracting parties under their
customer contracts, bank loans and certain other assets until such time as those
may be transferred to Guangzhou Flourishing. Nanhai Ke Da Heng Sheng was formed
in the PRC on April 30, 2003 as a limited liability company (a company solely
owned by a natural person). Hainan Ke Da Heng Sheng was formed in the PRC on
August 6, 2007 as a limited liability company. Guangzhou Flourishing was
incorporated in the PRC on January 9, 2009 as a WFOE.


The
Contractual Agreements completed in December 2009 provide that Guangzhou
Flourishing has controlling interest in Nanhai Ke Da Heng Sheng under FASB
Accounting Standards Codification “Consolidation of Variable Interest Entities”,
an Interpretation of an Accounting Research Bulletin, which requires Guangzhou
Flourishing to consolidate the financial statements of Nanhai Ke Da Heng Sheng
and Hainan Ke Da Heng Shen and ultimately consolidate with its parent company,
Rongfu Aquaculture, Inc.


The
Company, through its subsidiaries, and Contractual Agreements, is engaged in
integrated business of aquaculture including Tilapia brood stock, Tilapia fry,
Tilapia farming, and marketing for Tilapia. It is specializing in the production
of the Hengsheng Brand Nile Tilapia and the new licensed New Jifu
Tilapia.


In the
opinion of the management of the Company, the accompanying consolidated interim
financial statements contain all material adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the consolidated financial
position of the Company at June 30, 2010 and the results of its operations for
the six- month periods ended June 30, 2010 and 2009 and its cash flows for the
six month periods June 30, 2010 and 2009. Actual results may differ from these
estimates as a result of different assumptions or conditions.




F-5





RONGFU
AQUACULTURE, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


JUNE
30, 2010


(UNAUDITED
AND RESTATED)




Note
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of
Presentation


The
accompanying consolidated financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America
and represent the pro forma historical results of the consolidated group. The
Company adopted the Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (the “Codification”) on July 1, 2009. For the six months
ended June 30, 2010, all reference for periods subsequent to January 1, 2010 is
based on the Codification. The Company’s functional currency is the Chinese
Renminbi, however the accompanying consolidated financial statements have been
translated and presented in United States Dollars.




Principles
of Consolidation


The
consolidated financial statements include the accounts of Rongfu Aquaculture
,Inc. and its wholly owned subsidiaries Hong Kong Rongfu, Guangzhou Flourishing,
Nanhai Ke Da Heng Sheng, and Hainan Ke Da Heng Sheng collectively referred to
herein as the Company. All material inter-company accounts, transactions
and profits have been eliminated in consolidation. The Company has adopted the
Consolidation Topic of the FASB Accounting Standards Codification which requires
a variable interest entity (“VIE”) to be consolidated by a company if that
company is subject to a majority of the risk of loss for the VIE or is entitled
to receive a majority of the VIE’s residual returns.


Translation
Adjustment


As of
June 30, 2010 and December 31, 2009, the accounts of the Company were
maintained, and its financial statements were expressed, in Chinese Yuan
Renminbi (“CNY”). Such financial statements were translated into U.S. Dollars
(“USD”) in accordance with the Foreign Currency Matters Topic of the
Codification, with the CNY as the functional currency. According to the
Codification, all assets and liabilities were translated at the current exchange
rate, stockholders’ equity are translated at the historical rates and income
statement items are translated at the average exchange rate for the period. The
resulting translation adjustments are reported under other comprehensive income
in accordance with the Comprehensive Income Topic of the Codification, as a
component of shareholders’ equity. Transaction gains and losses are
reflected in the income statement.


Statement
of Cash Flows


In
accordance with the Statement of Cash Flows Topic of the Codification, cash
flows from the Company’s operations are based upon the local currencies. As a
result, amounts related to assets and liabilities reported on the statement of
cash flows will not necessarily agree with changes in the corresponding balances
on the balance sheet.


Use of
Estimates




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


Comprehensive
Income




The
Company follows the Comprehensive Income Topic of the Codification.
Comprehensive income is a more inclusive financial reporting methodology that
includes disclosure of certain financial information that historically has not
been recognized in the calculation of net income.


Risks and
Uncertainties


The
Company’s operations are carried out 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, by the general state of
the PRC’s economy. The Company’s business may be influenced by changes in
governmental policies with respect to laws and regulations, anti-inflationary
measures, currency conversion and remittance abroad, and rates and methods of
taxation, among other things


The
Company is subject to substantial risks from, among other things, intense
competition associated with the industry in general, other risks associated with
financing, liquidity requirements, rapidly changing customer requirements,
limited operating history, foreign currency exchange rates and the volatility of
public markets.


F-6





RONGFU
AQUACULTURE, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


JUNE
30, 2010


(UNAUDITED
AND RESTATED)


Note
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Contingencies





Certain
conditions may exist as of the date the financial statements are issued, which
may result in a loss to the Company but which will only be resolved when one or
more future events occur or fail to occur. The Company’s management and legal
counsel assess such contingent liabilities, and such assessment inherently
involves an exercise of judgment. In assessing loss contingencies related to
legal proceedings that are pending against the Company or unasserted claims that
may result in such proceedings, the Company’s legal counsel evaluates the
perceived merits of any legal proceedings or unasserted claims as well as the
perceived merits of the amount of relief sought or expected to be sought. There
were no contingencies of this type as of June 30, 2010 and December 31,
2009.




If the
assessment of a contingency indicates that it is probable that a material loss
has been incurred and the amount of the liability can be estimated, then the
estimated liability would be accrued in the Company’s financial statements. If
the assessment indicates that a potential material loss contingency is not
probable but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, together with an estimate of
the range of possible loss if determinable and material would be disclosed.
There were no contingencies of this type as of June 30, 2010 and December 31,
2009.





Loss
contingencies considered to be remote by management are generally not disclosed
unless they involve guarantees, in which case the guarantee would be
disclosed.





Cash and
Cash Equivalents





Cash and
cash equivalents include cash in hand and cash in time deposits, certificates of
deposit and all highly liquid debt instruments with original maturities of three
months or less.





Accounts
Receivable




The
Company maintains reserves for potential credit losses on accounts receivable.
Management reviews the composition of accounts receivable and analyzes
historical bad debts, customer concentrations, customer credit worthiness,
current economic trends and changes in customer payment patterns to evaluate the
adequacy of these reserves. Reserves are recorded primarily on a specific
identification basis. There were no allowances for doubtful accounts as of June
30, 2010 and December 31, 2009.





Inventories




Inventories
are valued at the lower of cost (determined on a weighted average basis) or
market. As of June 30, 2010 and December 31, 2009, inventories consist of the
following:




6/30/2010
                  
                  
                  12/31/2009Raw
      materials
                  
                  $
                  106,687
                  
                  
                  $
                  47,185Work
      in process and finished goods
                  
                  
                  8,880,941
                  
                  
                  
                  2,932,568Total
                  
                  $
                  8.,987,628
                  
                  
                  $
                  2,979,753




F-7


RONGFU
AQUACULTURE, INC
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2010
 (UNAUDITED
AND RESTATED)
 
 Note
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Property,
Plant & Equipment
 
 Property
and equipment are stated at cost. Expenditures for maintenance and repairs are
charged to earnings as incurred; additions, renewals and betterments are
capitalized. When property and equipment are retired or otherwise disposed of,
the related cost and accumulated depreciation are removed from the respective
accounts, and any gain or loss is included in operations. Depreciation of
property and equipment is provided using the straight-line method for
substantially all assets with estimated lives of:
 
 Buildings
                  10-20
      yearsFishing
      gear
                  5-10
      yearsTransportation
      equipment
                  5-10
      yearsOffice
      equipment
                  3-5
      years
 
 As of
June 30, 2010 and December 31, 2009, Property, Plant & Equipment consist of
the following:
 
 6/30/2010
                                
                                
                                12/31/2009Buildings
                                
                                $
                                213,538
                                
                                
                                $
                                73,631Fishing
      gear
                                
                                
                                756,152
                                
                                
                                
                                424,938Transportation
      equipment
                                
                                
                                37,330
                                
                                
                                
                                37,330Office
      equipment
                                
                                
                                123,845
                                
                                
                                
                                40,102Construction
      in progress
                                
                                
                                -
                                
                                
                                
                                -Total
                                
                                
                                1,130,865
                                
                                
                                
                                576,001Accumulated
      depreciation
                                
                                
                                (225,580
                                )
                                
                                
                                (170,854
                                )$
                                905,285
                                
                                
                                $
                                405,147
 
 Depreciation
expense for the six months ended June 30, 2010 and 2009 was $54,726 and $54,369,
respectively.
 
 Long-Lived
Assets
 
 The
Company adopted the Property, Plant and Equipment Topic of the Codification,
which addresses financial accounting and reporting for the impairment or
disposal of long-lived assets and supersedes previous accounting guidance,
“Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of,” and “Reporting the Results of Operations for a Disposal of a
Segment of a Business.” The Company periodically evaluates the carrying value of
long-lived assets to be held and used, which requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be generated by those
assets are less than the assets carrying amounts. In that event, a loss is
recognized based on the amount by which the carrying amount exceeds the fair
market value of the long-lived assets. Loss on long-lived assets to be disposed
of is determined in a similar manner, except that fair market values are reduced
for the cost of disposal. Based on its review, the Company believes that, as of
June 30, 2010, there were no impairments of its long-lived assets.
 
 Derivative
Liability
 
 The
Company issued warrants in connection with the Share Exchange Agreement and
Series A Preferred Stock Purchase Agreement dated March 29, 2010 (the “Stock
Purchase Agreement”).
 
 The
Company determined that the warrants did not qualify for a scope exception under
ASC 815 as they were determined to not be indexed to the Company’s stock as
prescribed by ASC 815.  The warrants, under ASC 815, were classified
as derivative liability for the then relative fair market value of $3,267,797
and marked to market. For the six months ended June30, 2010, the Company
recorded a loss on change in fair value of derivative liability of $5,307,988 to
mark to market for the increase in fair value of the warrants through June 30,
2010.   Under ASC 815, the warrants will be carried at fair value
and adjusted at each reporting period.
  F-8
  RONGFU
AQUACULTURE, INC
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2010
 (UNAUDITED
AND RESTATED)
 
 Note
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Fair
Value of Financial Instruments
 
 In
accordance with FASB ASC 820, fair value is defined as the price that would be
received to sell an asset or paid to transfer a liability (i.e., the “exit
price”) in an orderly transaction between market participants at the measurement
date.
 
 In
determining fair value, the Company uses various valuation
approaches.  In accordance with GAAP, a fair value hierarchy for
inputs is used in measuring fair value that maximizes the use of observable
inputs and minimizes the use of unobservable inputs by requiring that the most
observable inputs be used when available.  Observable inputs are those
that market participants would use in pricing the asset or liability based on
market data obtained from sources independent of the
Company.  Unobservable inputs reflect the Company’s assumptions about
the inputs market participants would use in pricing the asset or liability
developed based on the best information available in the
circumstances.  The fair value hierarchy is categorized into three
levels based on the inputs as follows:
 
 ·
              Level 1 — inputs to the valuation
      methodology are quoted prices (unadjusted) for identical assets or
      liabilities in active
markets.
 
 ·
              Level 2 — inputs to the valuation
      methodology include quoted prices for similar assets and liabilities in
      active markets, and inputs that are observable for the assets or
      liability, either directly or indirectly, for substantially the full term
      of the financial
instruments.
 
 ·
              Level 3 — inputs to the valuation
      methodology are unobservable and significant to the fair
      value.
 
 As of
June 30, 2010 and December 31, 2009, the derivative liabilities amounted to
$8,575,785 and $0. In accordance with the accounting standards, the Company
determined that the carrying value of these derivatives approximated the fair
value using the level 1 inputs.
 
 Revenue
Recognition
 
 The
Company records revenues for goods shipped at the time of
shipment.  For goods delivered by the Company to a customer’s site,
revenues are recognized at time of delivery.
 
 The
Company believes that recognizing revenue at these times is appropriate because
the Company’s sales policies meet the four criteria of the SEC’s staff
Accounting Bulletin No. 104, which are: (i) persuasive evidence that an
arrangement exists, (ii) service has occurred, (iii) the seller’s price to the
buyer is fixed and determinable and (iv) collection is reasonably
assured.
 
 Research
and development cost
 
 Research
and development costs are expensed in the period when they are incurred. During
the six months ended June 30, 2010 and 2009, research and development costs were
$38,643 and $35,142, respectively. During the three months ended June 30, 2010
and 2009, research and development costs were $18,807 and $16,307,
respectively.
 
 Advertising
 
 Advertising
expenses consist primarily of costs of promotion for corporate image and product
marketing and costs of direct advertising. The Company expenses all advertising
costs as incurred. Advertising expense for the six months ended June 30, 2010
and 2009 were $15,688 and $8,636, respectively. Advertising expense for the
six months ended June 30, 2010 and 2009 were $8,089 and $6,610,
respectively.
  F-9
  RONGFU
AQUACULTURE, INC
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2010
 (UNAUDITED
AND RESTATED)
 
 Note
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Shipping
and handling fees
 
 The
Company follows ASC 605-45, “Handling Costs, Shipping Costs”.  The
Company does not charge its customers for shipping and handling. The Company
classifies shipping and handling costs as part of selling, general and
administrative expense. Shipping and handling fees for the six months
ended June 30, 2010 and 2009 were $243,593 and $47,586, respectively. 
Shipping and handling fees for the three months ended June 30, 2010 and
2009 were $179,152 and $45,828, respectively.
 
 Advances
from Clients
 
 The
Company records deposits received by customers prior to the completion of the
sale as deferred revenues and included as a component of advances from
clients.  At such time as the revenue cycle is complete, these monies
will be recognized into revenues.
 
 Income
Taxes
 
 The
Company utilizes the accounting guidance, “Accounting for Income Taxes,” which
requires the 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 income taxes are
recognized for the tax consequences in future years of differences between
the tax bases of assets and liabilities and their financial reporting amounts at
each period end based on enacted tax laws and statutory tax rates applicable to
the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax
assets to the amount expected to be realized. It is the Company’s intention to
permanently reinvest earnings from activity with china. And thereby indefinitely
postpone repatriation of these funds to the US. Accordingly, no domestic
deferred income tax provision has been made for US income tax which could result
from paying dividend to the Company.
 
 There
were no deferred tax difference as of June 30, 2010 and December 31,
2009.
 
 Concentration
of Credit Risk
 
 Financial
instruments that potentially subject the Company to concentrations of credit
risk are cash, accounts receivable and other receivables arising from its normal
business activities. The Company places its cash in what it believes to be
credit-worthy financial institutions. The Company has a diversified customer
base, all are in China. The Company controls credit risk related to accounts
receivable through credit approvals, credit limits and monitoring procedures.
The Company routinely assesses the financial strength of its customers and,
based upon factors surrounding the credit risk, establishes an allowance, if
required, for uncollectible accounts and, as a consequence, believes that its
accounts receivable credit risk exposure beyond such allowance is
limited.
  F-10
  RONGFU
AQUACULTURE, INC
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2010
 (UNAUDITED
AND RESTATED)
 
 Note
3 –OTHER RECEIVABLES
 
 Other
receivables mainly consist of cash advances to rent deposit. As of June 30, 2010
and December 31, 2009, the other receivables were $27,149 and $21,208,
respectively.
 
 Note 4–BIOLOGICAL ASSETS
 
 As of
June 30, 2010 and December 31, 2009, Biological assets at cost consist of the
following:
 
 6/30/2010
                                
                                
                                12/31/2009Carp
                                
                                $
                                28,052
                                
                                
                                $
                                20,562Tilapia
                                
                                
                                959,561
                                
                                
                                
                                959,561Yellow
      bone fish
                                
                                
                                55,020
                                
                                
                                
                                -California
      bass
                                
                                
                                15,894
                                
                                
                                
                                -Snakeheads
                                
                                
                                264,793
                                
                                
                                
                                178,204Total
                                
                                
                                1,323,320
                                
                                
                                
                                1,158,327Accumulated
      amortization
                                
                                
                                (957,120
                                )
                                
                                
                                (725,519
                                )$
                                366,200
                                
                                
                                $
                                432,808
 
 Amortization
expense for the six months ended June 30, 2010 and 2009 was $ 231,601 and $
204,339 respectively.
 
 Biological
assets are amortized using the straight-line method over their estimated period
of benefit, ranging from three to five years. Management evaluate the
recoverability of biological assets periodically and take into account events or
circumstances that warrant revised estimates of useful lives or that
indicate that any changes exists. All of the Company’s biological assets are
subject to amortization with estimated lives of:
 
 Carp
                5
      yearsTilapia
                3
      yearsYellow
      bone fish
                Client
      to UpdateCalifornia
      bass
                Client
      to UpdateSnakeheads
                3
      years
  Note
5 – RELATED PARTIES
 
 One of
the Company’s vendors is a related party. As of and for the six months ended
June 30, 2010, the vendor accounted for approximately 20% of the Company’s
purchases and 31% of accounts payable.
 
 For the
six months ended June 30, 2010, the Company collected all amounts previously due
from the shareholder.
 
 Note
6 – DUE FROM/TO SHAREHOLDER
 
 As of
June 30, 2010, due from shareholder was $0.
 
 During
the fourth quarter of 2009, the Company loaned an aggregate of RMB 21,900,000
($3,201,343 translated at $1=RMB 6.8372) to a shareholder. The shareholder
invested the entire proceeds of the loan in the construction of Foshan Nanhai
Guanyao Processing Industrial Park, which has a total area of 108,000 square
meters with the construction area of 85,000 square meters. The loan does not
bear interest and may be paid off by deducting the shareholder’s allocation of
shareholders’ dividends or other means. After the construction has been
completed, the Company has a first option to rent Foshan Nanhai Guanyao
Processing Industrial Park on terms to be determined. This amount is included in
the Due from shareholders of $4,008,659 as of December 31, 2009. During the six
months ended June 30, 2010 this loan was repaid.
 F-11
 RONGFU
AQUACULTURE, INC
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2010
 (UNAUDITED
AND RESTATED)
 
 Note 7–CONCENTRATIONS
 
 As of
June 30, 2010, one customer accounted for 23% of accounts
receivable.
 
 For
the six months ended June 30, 2010, the Company had three vendors who accounted
for 66% of total purchases. For the three moths ended June 30, 2009, two vendors
accounted for 78% of total purchases. One of such vendors  is a
related party vendor and such vendor accounted for 69% of total purchases. As of
December 31, 2009, two customers accounted for 20% of accounts receivable. For
the six months ended June 30, 2009, the Company had two vendors who accounted
for 59% of total purchases.  One of such vendors  is a related
party vendor and such vendor accounted for 49% of the Company’s total purchases.
At June 30, 2010, 78% of accounts payable were due to related
parties.
 
 Note
8 – COMPENSATED ABSENCES
 
 Regulation
45 of the local labor law of the PRC entitles employees to annual vacation leave
after 1 year of service. In general, all leave must be utilized annually, with
proper notification. Any unutilized leave is cancelled. The Company’s
management estimated that there is insignificant unutilized leave as at June 30,
2010 and June 30, 2009.
 
 Note
9 – COMMON STOCK
 
 On March
29, 2010, the Company entered into the Share Exchange Agreement. Pursuant to the
Share Exchange Agreement, on March 29, 2010, 9 Rongfu Stockholders transferred
100% of the outstanding shares of common stock and 100% of the warrants to
purchase common stock of Rongfu held by them, in exchange for an aggregate of
18,623,889 newly issued shares of our Common Stock and warrants to purchase an
aggregate of 666,666 shares of our Common Stock. In connection with the closing
of the Share Exchange Agreement, the former principal stockholder agreed to and
did cancel 1,150,000 of the 1,200,000 shares of Rongfu Aquaculture, Inc. Common
Stock held by her.
 
 Note
10 – SERIES A CONVERTIBLE PREFERRED STOCK AND WARRANTS
 
 On March
29, 2010, the Company entered into the Stock Purchase Agreement with eighteen
investors. The Company authorized and issued to Investors $7,700,000, of the
Company’s convertible, redeemable Series A Preferred Stock, $0.001 par value per
share (the “Series A Stock”) at a price of $2.78 per share (the “Series A Issue
Price”). The shares are convertible into shares of the Company’s common stock,
par value $0.001 per share. In connection with the Stock Purchase Agreement the
Company incurred offering costs of $1,038,923, which are subtracted from the
total proceeds and recorded in additional paid in capital.
 
 The
Series A Stock, in preference to the holders of common stock, shall be entitled
to receive, when and as declared by the Board of Directors out of funds that are
legally available therefore, cumulative dividends at the rate of six percent
(6%) per annum of the original Series A Issue Price on each outstanding of
Series A Preferred payable semi-annually on each February 28 and August
31.  Payment of these dividends shall be made, at the Company’s
option, in cash or shares of common stock.  Each holder of the Series
A Stock shall be entitled to one vote for each whole share of common stock into
which such shares of Series A Stock could be converted in accordance with the
agreement.
 
 The
Company has agreed to pay liquidated damages to its warrant holders if the
Registration Statement which the Company agreed to file is not filed by May 13,
2010 and/or not declared effective by the SEC on or before October 25,
2010.  The  liquidated  damages  are  equal  to  1%  of  the  purchase  price  of  the  purchased  shares  owned  by  investors.  The
maximum aggregate liquidated damages payable to the investors under the Stock
Purchase Agreement shall be 6% of the aggregate purchase price paid by the
investors pursuant to the Stock Purchase Agreement.
 
 Pursuant
to the Stock Purchase Agreement the holders of Series A Stock also received
3,460,902 5 year warrants to purchase common shares. The warrants have an
exercise price of $3.47 for 1,730,451 warrants and $4.17 for the remaining
1,730,451 warrants.
 
 Assuming
a valuation of $3.10 per share and the conversion of the Series A Stock into
4,221,389 shares of common stock at an effective conversion price of
approximately $1.52 per share which is obtained by dividing the amount to be
allocated to the BCF by the 2,768,721 common shares.
  F-12
  RONGFU
AQUACULTURE, INC
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2010
 (UNAUDITED
AND RESTATED)
 
 Note
10 – SERIES A CONVERTIBLE PREFERRED STOCK AND WARRANTS (CONTINUED)
 
 The
Company measured and recognized an aggregate of $3,267,797 of the fair value of
warrants to additional paid in capital upon issuance of these warrants. The
terms of the warrants provide for an adjustment to the exercise price of these
warrants if the company closes on the sale or issuance of common stock at a
price which is less than the exercise price then in effect for these
warrants.  The Company determined that the warrants did not qualify
for a scope exception under SFAS No. 133 as they were determined to not be
indexed to the Company’s stock. On March 29, 2010, the warrants were classified
as a derivative liability for the then fair market value and marked to
market.
 
 AggregateExercise
                                  
                                  Remaining
                                  
                                  IntrinsicTotal
                                  
                                  
                                  Price
                                  
                                  Life
                                  
                                  ValueOutstanding,
      December 31, 2009
                                  
                                  
                                  -Granted
      in 2010-
      in connection with exchange agreement
                                  
                                  
                                  666,666
                                  
                                  
                                  $
                                  2.44-2.93
                                  
                                  4.5
      years-
      in connection with Series A preferred
                                  
                                  
                                  3,460,902
                                  
                                  
                                  $
                                  3.47-4.17
                                  
                                  4.5
      yearsExercised
      in 2010Outstanding,
      June 30, 2010
                                  
                                  
                                  4,127,568
 
 Note
11-DERIVATIVE FINANCIAL INSTRUMENTS
 
 The
balance sheet caption derivative liabilities consist of warrants to purchase
4,127,568 shares of the Company’s common stock, issued to consultants and
investor relations in connection with the merger agreements and in connection
with the Stock Purchase Agreement. These derivative financial instruments are
indexed to an aggregate of 4,127,568 and 0 shares of the Company’s common stock
as of June 30, 2010 and December 31, 2009, respectively, and are carried at fair
value. The following tabular presentations sets forth information about the
derivative instruments for the periods June 30, 2010 and December 31,
2009:
 
 Derivative income (expense)
                      
                      Six Months Ended
                        June 30, 2010
                      
                      
                      Three Months Ended
                        June 30, 2010Warrant
      derivative
                      
                      $
                      (5,307,988
                      )
                      
                      $
                      (745,740
                      )
 
 Liabilities
                                      
                                      June 30, 2010
                                      
                                      
                                      December 31, 2009Warrant
      derivative
                                      
                                      
                                      8,575,785
                                      
                                      
                                      
                                      0-
 
 Freestanding
derivative instruments, consisting of warrants are valued using the
Black-Scholes-Merton valuation methodology because that model embodies all of
the relevant assumptions that address the features underlying these instruments.
Significant assumptions used in the Black Scholes models included: conversion or
strike prices ranging from $2.44-$4.17; volatility 73.27%  based upon
forward terms of instruments; terms-remaining life of 4.75 years ; and a risk
free rate ranging from 1.79%-2.5%.
 
 Note
12 - INCOME TAXES
 
 The
Company operates in more than one jurisdiction with complex regulatory
environments subject to different interpretations by the taxpayer and the
respective governmental taxing authorities, we evaluate our tax positions and
establish liabilities, if required. For uncertain tax position which may be
challenged by local tax authorities and may not be fully sustained despite our
belief that the underlying tax positions maybe be fully supportable. At this
time the Company is not able to make a reasonable estimate of the impact on the
effective tax rate related these items which could be
challenged.
  F-13
  RONGFU
AQUACULTURE, INC
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2010
 (UNAUDITED
AND RESTATED)
 
 Note
12 - INCOME TAXES – (CONTINUED)
 
 Pursuant
to the PRC Income Tax Laws, the Enterprise Income Tax (“EIT”) is at a statutory
rate of 25%. The Company is an agriculture enterprise and under PRC Income Tax
Laws, it is entitled to have new PRC tax policy for the agriculture enterprise.
The Company’s income is derived from three areas including fish breeding, fish
cultivation and selling adult fish. For income from fish breeding, it is
entitled to an exemption. For income from fish cultivation, EIT is a discount
rate of 12.5%. For income from selling adult fish, EIT is a rate of
25%.
 
 The
      following is a reconciliation of income tax expense:June
      30, 2010
                                          
                                          International
                                          
                                          
                                          TotalCurrent
                                          
                                          $
                                          488,584
                                          
                                          
                                          $
                                          488,584June
      30, 2009
                                          
                                          International
                                          
                                          
                                          TotalCurrent
                                          
                                          $
                                          378,905
                                          
                                          
                                          $
                                          378,905
 
 Six Months Ended June 30,
                    
                    
                    Three Months Ended June 30,2010
                    
                    
                    2009
                    
                    
                    2010
                    
                    
                    2009Reconciliation
      of Effective tax rate before special items to Reported Effective tax
      rateStatutory
      tax rate
                    
                    
                    25
                    %
                    
                    
                    25
                    %
                    
                    
                    25
                    %
                    
                    
                    25
                    %Non
      deductibility of permanent items
                    
                    
                    22
                    %
                    
                    
                    0
                    %
                    
                    
                    5
                    %
                    
                    
                    0
                    %Tax
      benefits from discounts and exemption
                    
                    
                    (18
                    )%
                    
                    
                    (32
                    )%
                    
                    
                    (20
                    )%
                    
                    
                    (19
                    )%Others
                    
                    
                    31
                    %
                    
                    
                    20
                    %
                    
                    
                    (2
                    )%
                    
                    
                    0
                    %Effective
      tax rate
                    
                    
                    60
                    %
                    
                    
                    12
                    %
                    
                    
                    8
                    %
                    
                    
                    6
                    %
 
 If the
Company were subject to the standard 25% EIT, it would have incurred $1,164,982
and $994,634 of income tax expense for the six months ended June 30, 2010 and
2009, respectively.  The standard income tax rate would have caused
the Company to incur an additional expense of $0.06 and $0.05 per share for the
six months ended June 30, 2010 and 2009, respectively.
 If the
Company were subject to the standard 25% EIT, it would have incurred $768,998
and $588,151 of income tax expense for the three months ended June 30, 2010 and
2009, respectively.  The standard income tax rate would have caused
the Company to incur an additional expense of $0.04 and $0.03 per share for the
three months ended June 30, 2010 and 2009, respectively.
 
 Note
13– COMMITMENTS & CONTINGENCIES
 
 The
Company leases facilities under operating leases, which expire on different
dates. It pays for on an annual basis and accrues for throughout the year. For
the six months ended June 30, 2010 and 2009, rent expense was $ 165,166 and $
302,190. Future payments under these leases are as follows as of June
30:
 
 2011
                          
                          $
                          52,3392012
                          
                          $
                          52,3392013
                          
                          $
                          52,3392014
                          
                          $
                          18,9032015
                          
                          $
                          13,035Thereafter
                          
                          $
                          31,256Total
                          
                          $
                          220,211
  F-14
  RONGFU
AQUACULTURE, INC
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2010
 (UNAUDITED
AND RESTATED)
 
 Note
14– EARNINGS PER SHARE
 
 In
accordance with FASB ASC Topic 260-1-50, “Earnings per Share”, and SEC Staff
Accounting Bulletin No. 98, basic net income or loss per common share is
computed by dividing net income or loss for the period by the weighted - average
number of common shares outstanding during the period.  Under
FASB ASC 260-10-50, diluted income or loss per share is computed by dividing net
income or loss for the period by the weighted - average number of common
and common equivalent shares, such as stock options, warrants and convertible
securities outstanding during the period.
 
 The
following table sets forth the computation of basic and diluted earnings per
share of common stock:
 Six Months Ended
                        September 30,
                      
                      
                      Three Months Ended June 30,2010
                      
                      
                      2009
                      
                      
                      2010
                      
                      
                      2009Basic
      and diluted earnings per share:Numerator:(Loss)/Income  used
      in computing
                      
                      $
                      (4,556,128
                      )
                      
                      $
                      5,021,462
                      
                      
                      $
                      2,956,916
                      
                      
                      $
                      2,839,965Denominator:Weighted
      average common shares outstanding
                      
                      
                      20,487,495
                      
                      
                      
                      19,623,889
                      
                      
                      
                      21,286,789
                      
                      
                      
                      19,623,889Basic and diluted earnings per
      share
                      
                      $
                      (0.22
                      )
                      
                      $
                      0.26
                      
                      
                      $
                      0.14
                      
                      
                      $
                      0.14
 
 Note 15–STATUTORY
RESERVE
 
 In
accordance with the laws and regulations of the PRC, a wholly-owned Foreign
Invested Enterprises income, after the payment of the PRC income taxes, shall be
allocated to the statutory surplus reserves and statutory public welfare fund.
Prior to January 1, 2006 the proportion of allocation for reserve was 10
percent of the profit after tax to the surplus reserve fund and additional 5-10
percent to the public affair fund. The public welfare fund reserve was limited
to 50 percent of the registered capital. Effective January 1, 2006, there
is now only one fund requirement. The reserve should be 10 percent of income
after tax, not to exceed 50 percent of registered capital. Statutory Reserve
funds are restricted for set off against losses, expansion of production and
operation or increase in register capital of the respective company. Statutory
public welfare fund is restricted to the capital expenditures for the collective
welfare of employees. These reserves are not transferable to the Company in the
form of cash dividends, loans or advances. These reserves are therefore not
available for distribution except in liquidation. As of June 30, 2010 and
December 31, 2009, the Company had allocated $1,076,310 and $1,051,089, to
these non-distributable reserve funds.
 
 Note
16- OTHER COMPREHENSIVE INCOME
 
 Balances
of related after-tax components comprising accumulated other comprehensive
income, included in stockholders’ equity, at June 30, 2010 and December 31,
2009, are as follows:
 
 Foreign
                              Currency
                              Translation
                              Adjustment
                            
                            
                            Accumulated
                              Other
                              Comprehensive
                              IncomeBalance
      at December 31, 2008
                            
                            $
                            861,166
                            
                            
                            $
                            861,166Change
      for 2009
                            
                            
                            5,533
                            
                            
                            
                            5,533Balance
      at December 31, 2009
                            
                            $
                            866,699
                            
                            
                            $
                            866,699Change
      for six months ended 6/30/2010
                            
                            
                            (98,496
                            )
                            
                            
                            (98,496
                            )Balance
      at June 30, 2010
                            
                            $
                            768,203
                            
                            
                            
                            768,203
  F-15
  RONGFU
AQUACULTURE, INC
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2010
 (UNAUDITED
AND RESTATED)
 
 Note
17- RESTATEMENT
 
 The
accompanying consolidated balance sheets, statements of income and comprehensive
income, statements of cash flows and statement of stockholders’ equity as of,
and for the year ended, December 31, 2009 and the three and six months ended
June 30, 2010 and June 30, 2009 have been restated for the following
matter:
 
 1.  The
number of shares of the Company’s common stock outstanding at December 31, 2009
and for the quarters ended June 30, 2009 and June 30, 2010 were overstated in
such financial statements.
 
 2.  The
value attributed to shares of the Company’s Common Stock which were issued for
prior services on March 29, 2010 should have been expensed in the Company’s
income statement for the six months ended June 30, 2010.
 
 3.
$7,700,000 of Preferred Stock included under Stockholders’ Equity on the
Company’s balance sheet as of June 30, 2010 should be reclassified as Temporary
Equity.
 
 Therefore,
we have restated the financial statements to correct these errors. The net
effect of this reclassification is as follows:
 
 A
decrease in the Company’s common stock by $1,187 from $20,811 to $19,024 and an
increase of additional paid in capital by the same amount.
 
 The
accompanying consolidated balance sheet, statement of operations, statement of
cash flows as of and for the period ended June 30, 2010 has been restated for
the following matters:
 
 (i)
              We
      have restated our financial statements to treat the preferred stock as
      Temporary Equity (see Note 17(3)). We previously accounted for the
      preferred stock in equity. This restatement had the effect of decreasing
      our equity by $7,700,000.
 (ii)
              We
      have restated our income statement to treat the value assigned to the
      shares issued in conjunction with the certain professional services as
      expenses charged to the income statement for the six months ended June 30,
      2010 (see Note 17(2)). This restatement had the effect of increasing the
      loss by $192,361, or $0.01 per share for the six months ended June 30,
      2010.
   The
following table illustrates the restatement:
  Net Loss
                
                
                Loss per
                  Common ShareNet
      loss, as reported
                
                $
                (4,363,767
                )
                
                $
                (0.21
                )Correction
      for common stock issued for services
                
                
                (192,361
                )
                
                
                (0.01
                )Net
      loss, as restated
                
                $
                (4,556,128
                )
                
                $
                (0.22
                )
  (iii)           We
have restated our income statement for the six months ended June 30, 2009 to
correct the net income per common share as a result of a correction in the
weighted average shares outstanding. This restatement had the effect of
increasing net income per share for the six months ended June 30, 2009 by
$.02.
 
 The
following table illustrates the restatement:
 
 Net Income
                  
                  
                  Income per
                    Common ShareNet
      Income, as reported
                  
                  $
                  5,021,462
                  
                  
                  $
                  0.24Correction
      for weighted average shares
                  
                  
                  
                  
                  
                  
                  0.02Net
      Income
                  
                  $
                  5,021,462
                  
                  
                  $
                  0.26
  Note
18- SUBSEQUENT EVENTS
 
 From July
1, 2010, the Company has evaluated subsequent events for potential recognition
and disclosure through December 29, 2010, the date of the restated financial
statement issuance. Based upon this evaluation management has concluded that the
Company did not have any material recognizable subsequent events during the
period..
  F-16
  Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
 
 The
following discussion and analysis of the consolidated financial condition and
results of operations should be read in conjunction with the consolidated
financial statements and related notes of Rongfu Aquaculture, Inc. appearing
elsewhere in this report. This discussion and analysis contains forward-looking
statements that involve risks, uncertainties and assumptions. Actual results may
differ materially from those anticipated in these forward-looking
statements.
 
 Overview
 
 The Company is engaged in commercial
freshwater aquaculture in the PRC. It sells fish and fish fry and also acts as a
freshwater fish dealer (generating trading profits from the purchase of fish
from third party farmers and the immediate sale of such fish to
wholesalers).
 
 The Company operates 13 adult fish
breeding farms, covering a total area of 8,249 mu Three of the Company’s farms
are located in Hainan Province, two in the town of Wenchang and one in
Nanling. The other 10 farms are located in Guangdong Province in the towns
or villages of Nanhai, Qinyuan, Taishan, Yangdong  and Gaoyao. 9 of
the farms consist of a series of man-made ponds. Each pond is outfitted with one
or more oxygen aeration machines which float on the surface and one or more
feeding machines which provide food to the fish twice per day. The aeration
machines provide oxygen to the fish and enable the natural removal of fish
wastes so that the water does not become toxic for the fish.
 
 4 of the Company’s farms are each
comprised of a single lake created by damming a river. Oxygen aeration equipment
is not needed since the lakes have a much larger area than the ponds dug by the
Company. The land on which the farms are located is leased by the Company from
the village under leases for terms of 4 to 30 years.
 
 In addition to its adult fish breeding
farms, the Company operates a breeding farm in Wenchang, Hainan Province in
which tilapia fry are produced from brood stock.
 
 At its facilities in Nanhai (at which
the Company’s fish clinic is also located) and Wenchang, the Company also has
constructed and maintains concrete tanks where the Company incubates tilapia.
The Company also incubates snakehead and crucian carp fry in its tank in Nanhai.
After the incubation period the Company sells approximately 95% of the fry to
distributors.
 
 Comparison
of three months ended June 30, 2010 and June 30, 2009
 
 The following table presents the
Company’s consolidated revenue for its lines of business for the three months
ended June 30, 2010 and three months ended June 30, 2009,
respectively:
  Three Months Ended
      June 30, 2010 and 2009
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          %2010
                                                          
                                                          
                                                          2009
                                                          
                                                          
                                                          ChangeFarm
      growing
                                                          
                                                          $
                                                          6,803,184
                                                          
                                                          
                                                          $
                                                          4,114,201
                                                          
                                                          
                                                          
                                                          65
                                                          %Breeding
                                                          
                                                          $
                                                          2,799,043
                                                          
                                                          
                                                          $
                                                          2,462,782
                                                          
                                                          
                                                          
                                                          14
                                                          %Trading
                                                          
                                                          $
                                                          3,027,670
                                                          
                                                          
                                                          $
                                                          984,866
                                                          
                                                          
                                                          
                                                          207
                                                          %Consolidated
                                                          
                                                          $
                                                          12,629,897
                                                          
                                                          
                                                          $
                                                          7,561,849
                                                          
                                                          
                                                          
                                                          67
                                                          %
 
 Revenue for the three months ended June
30, 2010 were $12,629,897, an increase of $5,068,048 or 67%, when compared to
the same period in 2009. Such increase was mainly attributed to the increase in
sales of the trading business of adult fish, particularly snakehead which
increased $2.1 million, and the farm growing of adult fish, particularly
snakehead, which increased $2.7 million compared to the same period of 2009
following the opening in May 2010 of our logistics center which facilitated the
distribution of snakehead to Guangzhou Province and other regions in the PRC.
For the three months ended June 30, 2010, the sales of fish fry
increased $336,260 compared to the same period of the prior year, due to sales
of fry of our two new fish – yellow catfish and California perch.
 
 Cost of goods sold for the three months
ended June 30, 2010 were $7,726,590 an increase of $3,805,328 or 97%, when
compared to the same sales period of the prior year, which consisted of an
increase of $2,202,850 for breeding adult fish and an increase of $1,813,881 for
the trading business, slightly offset by a decrease of $31,359 for breeding fish
fry. The percentage increase in cost of goods sold is higher than that of the
percentage increase in revenue mainly because the revenues of the farm growing
segment and trading segment, with relatively higher costs of sales increased
proportionately more than revenues of the breeding segment.
  4







Gross profit for the three months ended
June 30, 2010 was $4,903,307, an increase of $1,262,720 or 35%, when compared to
the same period in 2009. The increase in gross profit is comprised of an
increase of $666,177 for breeding adult fish, an increase of $228,924 for the
Company’s trading business and an increase of $367,619 for breeding fish fry.
The reason for the increase of gross profit for the three months ended June 30,
2010 was the increase in sales. The percentage increase in gross profit for the
three months ended June 30, 2010 over the three months ended June 30, 2009 is
lower than the percentage increase in revenues for the same periods due to
higher costs of goods sold in the three months ended June 30, 2010 as a result
of changes in the product mix.





Selling, general and administrative
expenses for the three months ended June 30, 2010 were $916,151, an increase of
$300,463 or 49%, when compared to the same period in 2009, mainly due to an
increase in selling expenses of $353,309 relating to the increase in sales and
an increase in general and administrative expenses of $76,962 mainly due to the
expansion of the Company’s business.





Research and development expenses for
the three months ended June 30, 2010 were $18,807, an increase of $2,500 or 15%,
when compared with $16,307 in the same period in 2009.





Income from operations for the three
months ended June 30, 2010 was $3,968,349, an increase of $959,757 or 32%, when
compared to the same period in 2009. The main reason for the increase in income
from operations was the increase in sales of adult fish breeding and fish
fry.





Interest income for the three months
ended June 30, 2010 was $3,852, a decrease of $5,141 or 57%, when compared to
the same period in 2009, primarily because the Company used a part of its
interest earning funds to pay dividends and income tax in the fourth quarter in
2009, which decreased the Company’s interest income as a
consequence.  Interest expense for the three months ended June 30,
2010 was $17,447, an increase of $17,206 due to the increase in the Company’s
short term bank loans, when compared to the same period in 2009.





Income taxes for the three
months ended June 30, 2010 was $252,098, an increase of $74,720, or 42%, when
compared to the same period in 2009.  In 2010 more fry was sold and
fry was tax exempt while farmed fish was subject to a 12.5% income tax. Trading
revenue from grown fish was taxed at a rate of 25%. In 2010 more revenue was
contributed by farming and trading and therefore the income taxes were higher
than that of 2009.





The Company recorded a loss on fair
value of derivative liability of $745,740 for the three months ended June
30, 2010.





Net income for the three months ended
June 30, 2010 was $2,956,916 as compared to net income of $2,839,965 for the
three months ended June 30, 2009 mainly due to the increase in gross profit of
$1,262,720 from business expansion offset by the increase in selling, general
and administrative expenses of $300,463 and the non-cash item of loss on fair
value of derivative liability of $745,740 in the second quarter in fiscal year
2010. During the first quarter of 2010, the Company completed a private
placement of its preferred stock and warrants. The Company was required to
separately account for the conversion option of 4,127,268 shares of common stock
exercisable in 5 years embedded in  Series A to D warrants issued on
March 29, 2010 as a derivative instrument liability, carried at fair value and
marked-to-market each period, with changes in the fair value each period charged
or credited to the income statement. The warrants are therefore recorded as a
derivative instrument liability, carried at fair value.





Comparison
of six months ended June 30, 2010 and June 30, 2009





The following table presents the
Company’s consolidated revenue for its lines of business for the six months
ended June 30, 2010 and six months ended June 30, 2009,
respectively:




Six Months Ended June 30, 2010 and 2009
                    
                    
                    
                    
                    
                    
                    
                    %2010
                    
                    
                    2009
                    
                    
                    ChangeFarm
      growing
                    
                    $
                    14,015,430
                    
                    
                    $
                    11,176,237
                    
                    
                    
                    25
                    %Breeding
                    
                    $
                    3,987,566
                    
                    
                    $
                    3,532,743
                    
                    
                    
                    13
                    %Trading
                    
                    $
                    4,550,428
                    
                    
                    $
                    2,259,297
                    
                    
                    
                    101
                    %Consolidated
                    
                    $
                    22,553,424
                    
                    
                    $
                    16,968,277
                    
                    
                    
                    33
                    %




Revenue for the six months ended June
30, 2010 were $22,553,424, an increase of $5,585,147 or 33%, when compared to
the same period in 2009. Such increase was mainly due to the increase in sales
of adult fish purchased by farmers, which increased $2,291,131, and the sales of
adult fish, which increased $2,839,193 compared to the same period of 2009
following the opening in May, 2010 of our logistics center which facilitated the
distribution of snakehead to Guangzhou Province and other regions in the PRC.
For the six months ended June 30, 2010, sales of fish fry increased
$454,822 compared to the same period of the prior year, due to sales of fry of
our two new fish – yellow catfish and California perch.


5





Cost of goods sold for the six months
ended June 30, 2010 were $14,446,385, an increase of $4,258,378 or 42%, when
compared to the same sales period of the prior year, which consisted of an
increase of $2,171,290 for breeding adult fish, an increase of $2,032,380 for
trading business, and an increase of $54,708 for breeding fish fry. The
percentage increase in cost of goods sold is higher than that of the percentage
increase in revenue mainly because the revenues of the farm growing segment and
trading segment, with relatively higher costs of sales increased proportionately
more than revenues of the breeding segment.





Gross profit for the six months ended
June 30, 2010 was $8,107,039, an increase of $1,326,769 or 20%, when compared to
the same period in 2009. The increase in gross profit is comprised of an
increase of $667,903 for breeding adult fish, an increase of $258,751 for the
Company’s trading business, and an increase of $400,115 for breeding fish fry.
The reason for the increase of gross profit for the six months ended June 30,
2010 was the increase in sales. The percentage increase in gross profit for the
six months ended June 30, 2010 over the six months ended June 30, 2009 is lower
than the percentage increase in revenues for the same periods due to higher
costs of goods sold in the six months ended June 30, 2010 as a result of changes
in the product mix.





Selling, general and administrative
expenses for the six months ended June 30, 2010 were $1,781,495, an increase of
$416,344 or 30%, when compared to the same period in 2009, mainly attributable
to the increase in selling expenses of $551,650 for the expansion of the
Company’s business.  The increase in selling expenses was offset by a
decrease in general and administrative expenses by $135,306 due to less
maintenance fees and security fees incurred in the six months ended June 30,
2009 that did not recur in the six months ended June 30,
2010.





Income from operations for the six
months ended June 30, 2010 was $6,286,901, an increase of $906,924 or 17%, when
compared to the same period in 2009. The main reason for the increase in income
from operations was the increase in sales of adult fish and fish
fry.





Interest income for the six months
ended June 30, 2010 was $6,614, a decrease of $14,226 or 68%, when compared to
the same period in 2009, primarily because the Company used a part of its
interest earning funds to pay dividends and income tax of the fourth quarter in
2009, which decreased the Company’s interest income as a
consequence.  Interest expense for the six months ended June 30, 2010
was $34,841, an increase of $34,381 due to the increase in the Company’s short
term bank loans, when compared to the same period in 2009.





Income taxes for the six months ended
June 30, 2010 were $488,584, an increase of $109,679, or 29%, when compared to
the same period in 2009.  In 2010 more fry was sold and fry was tax
exempt while farmed fish was subject to a 12.5% income tax. Trading revenue from
grown fish was taxed at a rate of 25%. In 2010 more revenue was contributed by
farming and trading and therefore the income taxes were higher than that of
2009.





The Company recorded a loss on fair
value of derivative liability of $5,307,988 for the six months ended June 30,
2010.  This loss on fair value was recorded to mark to market for the
increase in fair value of the warrants through March 31,
2010.   Under ASC 815, the warrants will be carried at fair value
and adjusted at each reporting period.





Net income for the six months ended
June 30, 2010 was $462,102 as compared to net income of $5,021,462 for the six
months ended June 30, 2009. The $4,559,360 difference is attributable to the
loss of $5,307,988 on fair value of derivative liability offset by the
improvement in net income from operations in the six months ended June 30, 2010.
During the first quarter of 2010, the Company completed a private placement of
its preferred stock and warrants. The Company was required to separately account
for the conversion option  of 4,127,268 shares of common stock
exercisable in 5 years embedded in  Series A to D warrants issued on
March 29, 2010 as a derivative instrument liability, carried at fair value and
marked-to-market each period, with changes in the fair value each period charged
or credited to the income statement.. The warrants are therefore recorded as a
derivative instrument liability, carried at fair value.





During the six months ended June 30,
2010, total assets increased by $8,504,697, or 73%, from $11,629,668 at December
31, 2009 to $20,134,365 at June 30, 2010.  The majority of the
increase was in cash, accounts receivable and inventories, which was
partially offset by a decrease in amount due from shareholders.





During the six months ended June 30,
2010, cash increased by $3,931,229, or 123%, to $7,125,477 as compared to
$3,194,248 as of December 31, 2009. This is mainly attributed to the Company’s
receipt of $6,561,077 in net proceeds from the sales of the Company’s
convertible preferred stock and warrants in a private placement in March 2010,
which funding was partially offset by the increase in inventories and payment of
dividends to shareholders in the first six months of 2010.





At June 30, 2010, the accounts
receivable balance increased by $1,806,951, or 764%, from the balance at
December 31, 2009 as a result of an increase in sales during the six months
ended June 30, 2010 as compared to the six months ended June 30, 2009. In
addition, we have granted our customers a longer credit period as a strategy to
increase our market share.





At June 30, 2010, there were no amounts
due from shareholders, as compared to due from shareholders of $4,008,659 as of
December 31, 2009. This is attributed to the complete repayment by shareholders
during the first quarter of 2010 of  the $4,008,659 due from
shareholders as of December 31, 2009.




6





The Company's inventory as of June 30,
2010 was $8,987,628, an increase of $6,007,875, or 202%, compared to inventory
at December 31, 2009. Inventories mainly consists of adult tilapia, snakehead,
crucian carp and other varieties of freshwater fish. The main reason of the
increase in inventory is the Company increased its breeding capacity in the six
months ended June 30, 2010 in anticipation of future sales.





At June 30, 2010 fixed assets were
$905,285, mainly consisting of aerators, feeding machines and other equipment
used in fish farms, representing an increase of $500,138, or 123%, compared to
fixed assets as of December 31, 2009.





At June 30, 2010 biological assets were
$366,200, a decrease of $66,608, or 15%, compared to biological assets as of
December 31, 2009. The decrease in biological assets was due to amortization for
the six months in 2010, offset by the procurement of certain breeding fish
during the 2010. Biological assets consist of tilapia, snakehead, crucian carp,
yellow catfish and California perch.





At June 30, 2010 accounts payable were
$5,361,607, as compared to $0 as of December 31, 2009. The increase in accounts
payable was due to the procurement of fish food used in the Company’s fish farms
and fish fry breeding.





At June 30, 2010 other payables were
$264,575, a decrease of $2,479,385, or 90%, compared to other payables as of
December 31, 2009. The main item included in other payables is personal income
tax payable, and the high personal income tax payable was due to the dividend
payable in the fiscal year ended December 31, 2009, which was paid in the first
quarter of 2010.





At June 30, 2010, there was no advance
from clients, as compared to the advance from clients of $498,785 as of December
31, 2009. Because goods were distributed to clients in the first quarter of
2010, there was no advance from clients as of  June 30,
2010.





At June 30, 2010, there were no bank
loans payable as compared to a bank loan payable of $1,550,343 as of December
31, 2009. The loan was fully repaid in the six months ended June 30,
2010.





At June 30, 2010, there was no dividend
payable, as compared to a dividend payable of $3,466,331 as of December 31, 2009
since the dividend was fully paid in the six months ended June 30,
2010.





At June 30, 2010 income tax payable was
$251,866, a decrease of $743,447, or 75%, compared to income tax payable (which
is included as a component of other payable) of $995,313 as of December 31,
2009. This is mainly because the fourth quarter is the peak season of sales
normally, and therefore the income tax for the six months ended June 30, 2010 is
lower than the income tax for the whole 2009 fiscal year.





Liquidity
and Capital Resources





The Company has typically financed its
operations and expansion from cash flows from operations and loans from its
shareholders and banks. The Company consummated a reverse merger transaction and
raised approximately $7.7 million in gross proceeds in a private placement
financing on March 29, 2010.





Nanhai Ke Da Heng Sheng has entered
into two credit line agreements with Foshan Nanhai Allied Rural Credit Union
Danzhao Credit Association with credit lines of RMB 7,000,000 (approximately $
1,044,000 based on the conversion rate as of June 30, 2010) and RMB 5,000,000
(approximately $746,000 based on the conversion rate as of June 30, 2010),
respectively. The two credit lines are secured by real estate owned by the
sister-in-law of Chen Zhisheng, our Chairman of the Board.  The
agreements were entered into on January 14, 2009 and January 13, 2009,
respectively, for two-year terms expiring in January 2011. Outstanding loans
under the two credit lines bear interest at a rate of 5.4% per year. Interest is
payable monthly. As of June 30, 2010, there were no outstanding loans
payable





Critical
Accounting Policies and Estimates





Management's discussion and analysis of
its financial condition and results of operations are based upon our
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. Our financial
statements reflect the selection and application of accounting policies
which require management to make significant estimates and judgments. See note 2
to our consolidated financial statements, "Summary of Significant Accounting
Policies." Management bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances. Actual results may differ from these estimates under different
assumptions or conditions. We believe that the following reflect the more
critical accounting policies that currently affect our financial condition and
results of operations.





Principles of
Consolidation





The consolidated financial statements
include the accounts of Rongfu Aquaculture, Inc (formerly, Granto, Inc.) and its
wholly owned subsidiaries, Flourishing HK, the WOFE,  Nanhai Ke Da
Heng Sheng, and Hainan Ke Da Heng Sheng (collectively referred to herein as the”
Company”). All material inter-company accounts, transactions and profits
have been eliminated in consolidation. The Company has adopted the Consolidation
Topic of the FASB Accounting Standards Codification which requires a variable
interest entity (“VIE”) to be consolidated by a company if that company is
subject to a majority of the risk of loss for the VIE or is entitled to receive
a majority of the VIE’s residual returns.


7


Use of
Estimates





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





Inventories





Inventories are valued at the lower of
cost (determined on a weighted average basis) or market.





Derivative
Liability





The Company issued warrants in
connection with the Purchase Agreement dated March 29, 2010 with certain reset
exercise price provisions.





Adoption of the Derivative and Hedging
Topic of the FASB Accounting Standards Codification (“ASC 815”), the Company
determined that the warrants did not qualify for a scope exception under ASC 815
as they were determined to not be indexed to the Company’s stock as prescribed
by ASC 815.  The warrants, under ASC 815, were classified as
derivative liability for the then relative fair market value of $ 3,267,797 and
marked to market. For the six months ended June  30, 2010,
the Company recorded a loss on change in fair value of derivative liability of
$8,575,785 to mark to market for the increase in fair value of the warrants
through ended June 30, 2010.   Under ASC 815, the warrants
will be carried at fair value and adjusted at each reporting
period.





Fair Value of Financial
Instruments





The Financial Instrument Topic of the
Codification requires that the Company disclose estimated fair values of
financial instruments. The carrying amounts reported in the statements of
financial position for current assets and current liabilities qualifying as
financial instruments are a reasonable estimate of fair value.





Revenue
Recognition





The Company’s revenue recognition
policies are in compliance with the Revenue Recognition Topic of the
Codification. Sales revenue is recognized at the date of shipment to customers
when a formal arrangement exists, the price is fixed or determinable, the
delivery is completed, no other significant obligations of the Company exist and
collectability is reasonably assured. Payments received before all of the
relevant criteria for revenue recognition are satisfied are recorded as unearned
revenue.





Income
Taxes




The Company utilizes the accounting
guidance, “Accounting for Income Taxes,” which requires the 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 income taxes are recognized for the tax consequences in
future years of differences between the tax bases of assets and liabilities and
their financial reporting amounts at each period end based on enacted tax laws
and statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be
realized.





It is the Company’s intention to
permanently reinvest earnings from activity with China and thereby indefinitely
postpone repatriation of these funds to the U.S. Accordingly, no domestic
deferred income tax provision has been made for U.S. income tax which could
result from paying dividends to the Company.





At June
30, 2010, there were permanent tax differences relating to stock based
compensation in conjunction with professional services of $191,141 and the loss
on change in fair value of derivative liability of $5,307,988 to mark to market
for the increase in fair value of the warrants through ended June 30,
2010.





Concentration of Credit
Risk





Financial instruments that potentially
subject the Company to concentrations of credit risk are cash, accounts
receivable and other receivables arising from its normal business activities.
The Company places its cash in what it believes to be credit-worthy financial
institutions. The Company has a diversified customer base, all are in China. The
Company controls credit risk related to accounts receivable through credit
approvals, credit limits and monitoring procedures. The Company routinely
assesses the financial strength of its customers and, based upon factors
surrounding the credit risk, establishes an allowance, if required, for
uncollectible accounts and, as a consequence, believes that its accounts
receivable credit risk exposure beyond such allowance is limited.




8





Off-Balance
Sheet Arrangements





The
Company does not have any off-balance sheet arrangements.





Item
3. Quantitative and Qualitative Disclosure About Market Risk





Not
applicable.





Item
4. Controls and Procedures.




Disclosure
Controls and Procedures




The Company’s management, with
participation of the Company’s Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Company’s disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the
end of the period covered by this report. The term “disclosure controls and
procedures” as defined in Rules 13a-15(e) and 15d-15(e) means controls and other
procedures of the Company that are designed to ensure that information required
to be disclosed by a company in reports, such as this report, that it files, or
submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the U.S. Securities and Exchange
Commission’s (“SEC”) rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by a company in the reports that it
files or submits under the Exchange Act is accumulated and communicated to the
Company’s management, including its principal executive and principal financial
officers, as appropriate to allow timely decisions regarding required
disclosure. Management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving their objectives and management necessarily applies its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.
Based on that evaluation, management concluded that, as of June 30, 2010, the
Company’s disclosure controls and procedures were not effective at that
reasonable assurance level to satisfy the objectives for which they are
intended.





Changes
in Internal Control over Financial Reporting





On March 29, 2010 the Company completed
the acquisition of Rongfu Aquaculture, Inc. (“Rongfu”) pursuant to a share
exchange agreement. The acquisition was accounted for as a recapitalization
effected by a share exchange. Rongfu is considered the acquirer for accounting
and financial reporting purposes.  Prior to the acquisition the Company was
a shell company.




During the preparation of our
financial statements for the quarter ended September 30, 2010, we
determined that there existed deficiencies in controls relating to the following
and that it was necessary for the Company to restate to its previously issued
financial statements as of December 31, 2009 and the quarters ended March 31,
2009 and March 31, 2010 and June 30, 2009 and June 30, 2010 for the following
reasons:





1.
The
number
of shares of the Company’s
common stock outstanding
as of December 31, 2009 and the weighted average common shares outstanding for
the quarters ended March 31, 2009, June 30, 2009 and March 31, 2010
were overstated in such financial statements and earnings per share for the
quarters ended March 31, 2009, June 30, 2009 and March 31, 2010 were
understated in such financial statements.





2. The
value attributed to shares of the Company’s common stock which were issued for
prior services on March 29, 2010 should have been expensed in the Company’s
income statements for the quarter ended March 31, 2010 and for the six months
ended June 30, 2010.





3.
$7,700,000 of Preferred Stock included under Stockholders’ Equity on the
Company’s balance sheets as of March 31, 2010 and June 30, 2010 should be
reclassified as Temporary Equity.





We have further concluded that such
deficiencies represented material weaknesses. As a result, we concluded that the
Company’s internal controls over financial reporting were not effective at June
30, 2010.





The Company is in the process of
enhancing its financial reporting by implementation of stronger internal
controls through the recruitment of high caliber personnel with strong financial
reporting backgrounds and the establishment of effective checking
and reviewing procedures. In 2011 we plan to enrich the accounting
knowledge of all of our financial and accounting personnel by holding training
to increase the awareness and use of controls and transparency by all staff and
by redesigning document flows and establishing strong control
points.




9


PART
II. OTHER INFORMATION




Item
6. Exhibits




(a)
              Exhibits





31.1 -
Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.





31.2 -
Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.





32.1 -
Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.





32.2 -
Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.




10





SIGNATURES





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




RONGFU
      AQUACULTURE, INC.Date:
      December 29, 2010
            By:
            /s/ Kelvin ChanKelvin
      ChanChief
      Executive Officer




11