UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM 10-Q




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




For
the quarterly period ended February 28, 2009




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





For the transition period from
______to______.




Zhong
Sen International Tea Company


(Exact
name of registrant as specified in the Charter)




Florida
              
              000-1434601
              
              26-2091212(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (Commission
      File No.)
              
              (IRS
      Employee Identification No.)





2416
Lincoln Street, Hollywood, FL 33020


(Address
of Principal Executive Offices)


(Address
of Principal Executive Offices)





206-984-4375


(Issuer
Telephone number)





(Former Name or Former
Address if Changed Since Last Report)




Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer 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 is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):




Large
      Accelerated Filer o
            Accelerated
      Filer o
            Non-Accelerated
      Filer o
            Smaller
      Reporting Company x




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


Yes o         No
 x




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of April 7, 2009:  60,000,000 shares of common stock.


















ZHONG
SEN INTERNATIONAL TEA COMPANY





FORM
10-Q





February
28, 2009




TABLE
OF CONTENTS





PART
      I— FINANCIAL INFORMATIONItem
      1.
            Financial
      Statements
            1Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            9Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            12Item
      4T.
            Controls
      and Procedures
            12PART
      II— OTHER INFORMATIONItem
      1.
            Legal
      Proceedings
            13Item
      1A.
            Risk
      Factors
            13Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            13Item
      3.
            Defaults
      Upon Senior Securities
            13Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            13Item
      5.
            Other
      Information
            13Item
      6.
            Exhibits
      and Reports on Form 8-K
            13SIGNATURES
            14












PART
1 - FINANCIAL INFORMATION





Item
1.      Financial Statements




ZHONG
      SEN INTERNATIONAL TEA COMPANYCONDENSED
      BALANCE SHEETSASSETSFebruary
      29, 2009
                              
                              
                              May
      31, 2008(Unaudited)CURRENT
      ASSETSCash
                              
                              $
                              32,258
                              
                              
                              $
                              6,300Accounts
      receivable
                              
                              
                              2,134
                              
                              
                              
                              -Prepaid
      expenses
                              
                              
                              367
                              
                              
                              
                              21,00034,759
                              
                              
                              
                              27,300.Marketing
      agreement
                              
                              
                              120,000
                              
                              
                              
                              -TOTAL ASSETS
                              
                              $
                              154,759
                              
                              
                              $
                              27,300LIABILITIES AND STOCKHOLDERS’
      EQUITYCURRENT
      LIABILITIESAccounts
      payable
                              
                              $
                              2,015
                              
                              
                              $
                              -TOTAL
      LIABILITIES
                              
                              
                              2,015
                              
                              
                              
                              -COMMITMENTS
      AND CONTINGENCIES
                              
                              
                              -
                              
                              
                              
                              -.
                              
                              
                              
                              .STOCKHOLDERS’
      EQUITYCommon
      stock, $0.001 par value, 100,000,000 shares
      authorized,  60,000,000 and 5,000,000 shares issued and
      outstanding
                              
                              
                              60,000
                              
                              
                              
                              5,000Additional
      paid in capital
                              
                              
                              627,694
                              
                              
                              
                              30,870Accumulated
      deficit
                              
                              
                              (534,950
                              )
                              
                              
                              (8,570
                              )Total
      Stockholders’ Equity
                              
                              
                              152,744
                              
                              
                              
                              27,300TOTAL LIABILITIES AND STOCKHOLDERS’
      EQUITY
                              
                              $
                              154,759
                              
                              
                              $
                              27,300
  See
Accompanying Notes to the Condensed Unaudited Financial
Statements.
  1
   ZHONG SEN INTERNATIONAL TEA COMPANYCONDENSED
      STATEMENTS OF OPERATIONS(UNAUDITED)For
      the PeriodFor
      the three months
                      
                      
                      January
      30, 2008 (Inception)
                      
                      
                      For
      the Nine monthsEnded
      February 28, 2009
                      
                      
                      to
      February 29, 2008
                      
                      
                      Ended
      February 28, 2009REVENUES:Marketing
      revenue
                      
                      $
                      6,153
                      
                      
                      $
                      -
                      
                      
                      $
                      8,164Total
      Revenues
                      
                      
                      6,153
                      
                      
                      
                      -
                      
                      
                      
                      8,164OPERATING
      EXPENSESOfficer's
      compensation
                      
                      
                      -
                      
                      
                      
                      7,300
                      
                      
                      
                      4,500Professional
      fees
                      
                      
                      802
                      
                      
                      
                      -
                      
                      
                      
                      39,661Consulting
      fees
                      
                      
                      30,000
                      
                      
                      
                      -
                      
                      
                      
                      110,000Impairment
      of goodwill
                      
                      
                      16,000
                      
                      
                      
                      -
                      
                      
                      
                      379,000General
      and administrative
                      
                      
                      660
                      
                      
                      
                      70
                      
                      
                      
                      884Total
      Operating Expenses
                      
                      
                      47,462
                      
                      
                      
                      7,370
                      
                      
                      
                      534,045LOSS
      FROM OPERATIONS
                      
                      
                      (41,309
                      )
                      
                      
                      (7,370
                      )
                      
                      
                      (525,881
                      )OTHER
      EXPENSESInterest
      Expense
                      
                      
                      165
                      
                      
                      
                      -
                      
                      
                      
                      499NET
      LOSS BEFORE PROVISION FOR INCOME TAXES
                      
                      
                      (41,474
                      )
                      
                      
                      (7,370
                      )
                      
                      
                      (526,380
                      )PROVISION
      FOR INCOME TAXES
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -NET
      LOSS
                      
                      $
                      (41,474
                      )
                      
                      $
                      (7,370
                      )
                      
                      $
                      (526,380
                      )Net
      loss per share - basic and diluted
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.01
                      )Weighted
      average number of shares outstanding during the period - basic and
      diluted
                      
                      
                      59,965,556
                      
                      
                      
                      1,422,069
                      
                      
                      
                      41,822,711


See
Accompanying Notes to the Condensed Unaudited Financial
Statements.




2






ZHONG SEN INTERNATIONAL TEA COMPANYCONDENSED
      STATEMENT OF STOCKHOLDERS EQUITYFOR
      THE PERIOD FROM JANUARY 30, 2008 TO FEBRUARY 28, 2009(UNAUDITED)Common
      Stock
                    
                    
                    Additional
      Paid-In
                    
                    
                    AccumulatedShares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Deficit
                    
                    
                    TotalBALANCE, JANUARY 30,  2008
      (Inception)
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Issuance
      of founders stock
                    
                    
                    70,000
                    
                    
                    
                    70
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    70Sale
      of common stock for cash ($.001 per share)
                    
                    
                    1,500,000
                    
                    
                    
                    1,500
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,500Sale
      of common stock for cash ($.01 per share)
                    
                    
                    2,580,000
                    
                    
                    
                    2,580
                    
                    
                    
                    23,220
                    
                    
                    
                    -
                    
                    
                    
                    25,800Common
      stock issued to President for services ($.01 per share)
                    
                    
                    730,000
                    
                    
                    
                    730
                    
                    
                    
                    6,570
                    
                    
                    
                    -
                    
                    
                    
                    7,300Common
      stock issued for professional fees ($.01 per share)
                    
                    
                    120,000
                    
                    
                    
                    120
                    
                    
                    
                    1,080
                    
                    
                    
                    -
                    
                    
                    
                    1,200Net
      Loss, for the Period January 30, 2008 (Inception) toMay
      31, 2008
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (8,570
                    )
                    
                    
                    (8,570
                    )Balance
      May 31, 2008
                    
                    
                    5,000,000
                    
                    
                    
                    5,000
                    
                    
                    
                    30,870
                    
                    
                    
                    (8,570
                    )
                    
                    
                    27,300Common
      stock issued for finder's fee
                    
                    
                    5,000,000
                    
                    
                    
                    5,000
                    
                    
                    
                    45,000
                    
                    
                    
                    -
                    
                    
                    
                    50,000Common
      stock issued for sales and marketing agreement
                    
                    
                    49,900,000
                    
                    
                    
                    49,900
                    
                    
                    
                    449,100
                    
                    
                    
                    -
                    
                    
                    
                    499,000Imputed
      compensation
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    4,500
                    
                    
                    
                    -
                    
                    
                    
                    4,500Conversion
      of notes payable and accrued interest to related party
                    
                    
                    100,000
                    
                    
                    
                    100
                    
                    
                    
                    100,399
                    
                    
                    
                    -
                    
                    
                    
                    100,499Stock
      offering costs
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (2,175
                    )
                    
                    
                    -
                    
                    
                    
                    (2,175
                    )Net
      Loss for the nine months ended February 28, 2009
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (526,380
                    )
                    
                    
                    (526,380
                    )Balance
      February 28, 2009
                    
                    
                    60,000,000
                    
                    
                    $
                    60,000
                    
                    
                    $
                    627,694
                    
                    
                    $
                    (534,950
                    )
                    
                    $
                    152,744






See
Accompanying Notes to the Condensed Unaudited Financial
Statements.




3




ZHONG SEN INTERNATIONAL TEA COMPANYCONDENSED
      STATEMENTS OF CASH FLOWS(UNAUDITED)For
      the PeriodFor
      the nine months Ended
                  
                  
                  January
      30, 2008 (Inception)February
      28, 2009
                  
                  
                  to
      February 29, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                  
                  $
                  (526,380
                  )
                  
                  $
                  (7,370
                  )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Imputed
      compensation
                  
                  
                  4,500
                  
                  
                  
                  -Common
      stock issued for services
                  
                  
                  50,000
                  
                  
                  
                  7,300Impairment
      of goodwill
                  
                  
                  379,000
                  
                  
                  
                  -Changes
      in operating assets and liabilities:Increase
      / (Decrease) in accounts receivable
                  
                  
                  (2,134
                  )
                  
                  
                  -Decrease
      / (increase) in prepaid expenses
                  
                  
                  20,633
                  
                  
                  
                  -Increase
      in accounts payable
                  
                  
                  2,015Increase
      in accrued interest
                  
                  
                  499
                  
                  
                  
                  -Net
      Cash Used In Operating Activities
                  
                  
                  (71,867
                  )
                  
                  
                  (70
                  )CASH
      FLOWS FROM INVESTING ACTIVITIES:
                  
                  
                  -
                  
                  
                  
                  -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from notes payable - related party
                  
                  
                  100,000
                  
                  
                  
                  -Proeeds
      from issuance of common stock
                  
                  
                  -
                  
                  
                  
                  1,570Stock
      offering costs
                  
                  
                  (2,175
                  )
                  
                  
                  -Net
      Cash Provided By Financing Activities
                  
                  
                  97,825
                  
                  
                  
                  1,570NET
      INCREASE IN CASH
                  
                  
                  25,958
                  
                  
                  
                  1,500CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                  
                  
                  6,300
                  
                  
                  
                  -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                  
                  $
                  32,258
                  
                  
                  $
                  1,500Cash
      paid for interest
                  
                  $
                  -
                  
                  
                  $
                  -Cash
      paid for taxes
                  
                  $
                  -
                  
                  
                  $
                  -Conversion
      of note payable and accrued interest into common stock
                  
                  $
                  100,499
                  
                  
                  $
                  -






See
Accompanying Notes to the Condensed Unaudited Financial
Statements.




4




ZHONG
SEN INTERNATIONAL TEA COMPANY
 NOTES
TO THE CONDENSED FINANCIAL STATEMENTS
 As
of February 28, 2009
 (UNAUDITED)
   NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
 
 Organization
 
 Zhong Sen
International Tea Company (“The Company”) was incorporated on January 30, 2008,
in the state of Florida. The Company has the principal business objective of
providing sales and marketing services to small to medium sized Chinese tea
producing companies who wish to export and distribute high quality Chinese tea
products worldwide. The company intends to commence business activity in the
state of Florida with the hope of extending its business throughout the United
States. During the year ended May 31, 2009 the Company exited the development
stage.
 
 Basis of
Presentation
  The
accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in The United States of
America and the rules and regulations of the Securities and Exchange Commission
for interim financial information. Accordingly, they do not include all the
information necessary for a comprehensive presentation of financial position and
results of operations.
  It is
management's opinion, however that all material adjustments (consisting of
normal recurring adjustments) have been made which are necessary for a fair
financial statements presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the year.
 
 Use of
Estimates:
 
 The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities, and disclosure of
contingent liabilities at the date of the financial statements, and the reported
amount of revenues and expenses during the reporting period. Actual results
could differ from those results.
  Revenue
Recognition
  The
Company recognizes revenue on arrangements in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements’ and No. 104, “Revenue Recognition”. In all cases, revenue
is recognized only when the price is fixed or determinable, persuasive evidence
of an arrangement exists, the service is performed and collectability of the
resulting receivable is reasonably assured.
 
 Cash and
Cash Equivalents, and Credit Risk:
 
 For
purposes of reporting cash flows, the Company considers all cash accounts with
maturities of 90 days or less and which are not subject to withdrawal
restrictions or penalties, as cash and cash equivalents in the accompanying
balance sheet.
 
 The
Company maintains a portion of its deposits in a financial institution that
insures its deposits with the FDIC insurance up to $250,000 per depositor and
deposits in excess of such insured amounts represent a credit risk to the
Company. At February 28, 2009 the Company had $0 in cash that was
uninsured.
 
 ACCOUNTS
RECEIVABLE
 
 The
Company is required to estimate the collectability of its accounts receivable.
The Company's reserve for doubtful accounts is estimated by management based on
a review of historic losses and the age of existing receivables from specific
customers. As of February 28, 2009 the Company deems all account receivable
collectible.
 
 Concentration
of Credit Risk
  During
the three and nine months ended February 28, 2009 one customer accounted for
100% of the Company's sales
 
 Stock
Compensation
 
 The
Company adopted SFAS No. 123R,Share-Based Payment(“SFAS
123R”), which requires all stock-based payments to employees, including grants
of employee stock options, to be recognized in the financial statements based on
their fair values. The Company accounts for stock-based compensation
arrangements with nonemployees in accordance with the Emerging Issues Task Force
Abstract No. 96-18,Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling Goods or Services.  The Company
records the expense of such services to employees and non employees based on the
estimated fair value of the equity instrument using the Black-Scholes pricing
model.
  5
  Segments
  The
Company operates in one segment and therefore segment information is not
presented.
 
 Fair
Value of Financial Instruments
 
 The
carrying amounts of the Company’s financial instruments including accounts
receivable, accounts payable and accrued expenses and notes payable approximate
fair value due to the relatively short period to maturity for this
instrument.
  Earnings
Per Share:
  Basic
earnings per share ("EPS") is computed by dividing earnings available to common
shareholders by the weighted-average number of common shares outstanding for the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings. As of February 28, 2009 there were no common share
equivalents outstanding.
 
 Recent
Accounting Pronouncements
  In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No. 51 ”. This
statement improves the relevance, comparability, and transparency of the
financial information that a reporting entity provides in its consolidated
financial statements by establishing accounting and reporting standards that
require; the ownership interests in subsidiaries held by parties other than the
parent and the amount of consolidated net income attributable to the parent and
to the noncontrolling interest be clearly identified and presented on the face
of the consolidated statement of income, changes in a parent’s ownership
interest while the parent retains its controlling financial interest in its
subsidiary be accounted for consistently, when a subsidiary is deconsolidated,
any retained noncontrolling equity investment in the former subsidiary be
initially measured at fair value, entities provide sufficient disclosures that
clearly identify and distinguish between the interests of the parent and the
interests of the noncontrolling owners. SFAS No. 160 affects those entities that
have an outstanding noncontrolling interest in one or more subsidiaries or that
deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008. Early adoption is prohibited. The adoption of this statement is not
expected to have a material effect on the Company's financial
statements.
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161). This
statement is intended to improve transparency in financial reporting by
requiring enhanced disclosures of an entity’s derivative instruments and hedging
activities and their effects on the entity’s financial position, financial
performance, and cash flows. SFAS 161 applies to all derivative instruments
within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging
Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives,
and nonderivative instruments that are designated and qualify as hedging
instruments. Entities with instruments subject to SFAS 161 must provide more
robust qualitative disclosures and expanded quantitative disclosures. SFAS 161
is effective prospectively for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
permitted. The adoption of this statement is not expected to have a material
effect on the Company's financial statements.
  In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS 162 is effective 60 days following
the SEC’s approval of PCAOB Auditing Standard No. 6, Evaluating Consistency of
Financial Statements (AS/6). The adoption of FASB 162 is not expected to have a
material impact on the Company’s financial position.
  In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. SFAS 163 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. The adoption of FASB 163 is not expected to have a
material impact on the Company’s financial position.
  6
  NOTE
2 - PREPAID EXPENSES
 
 At May
31, 2008 the Company had prepaid accounting and legal fees of $21,000. The
Company will expense the prepaid as the services are rendered. At February 28,
2009 the Company had prepaid accounting and legal fees of $527. The Company will
expense the prepaid as the services are rendered.
 
 NOTE
3 - SALES AND MARKETING AGREEMENT
 
 On August
29, 2008 the Company entered into a sales and marketing agreement with the
Yunnan Zhongsen Group, Ltd., or YZG, a Chinese company located in Kunming,
Yunnan Province, People’s Republic of China, which caused them to become YZG’s
exclusive sales and marketing agent worldwide. The Company received a commission
of 20% of global sales, payable each month based on The Company and YZG’s sales
figures. On August 29, 2008, the effective date of the transaction, The Company
issued 49,900,000 shares of common stock valued at $499,000 or $.01 per share
the most recent cash offering price in exchange for the sales and marketing
agreement. The Company has capitalized the value of the Sales and Marketing
agreement. As of February 28, 2009 the Company has recorded an impairment on the
agreement in the amount of $379,000. The Company issued 5,000,000 shares of
common stock valued at $50,000 or $.01 per share the most recent cash offering
price as the finders fee. The Company expensed the value of the common stock
issued at August 31, 2008.
  NOTE
4 – NOTES PAYABLE RELATED PARTY
  On
October 1, 2008, the Company borrowed $100,000 from an officer and
director.  Interest accrues at 2% per year, and expires on December
31, 2008. On December 31, 2008 the officer and director converted the note and
accrued interest of $499 into 100,000 shares of common stock at a price of
$1.00499 per share.
  NOTE
5 - RELATED PARTY TRANSACTIONS
 
 On
January 30, 2008 the Company sold its President and sole Director 70,000 shares
of common stock for $70. ($.001 per share)
 
 During
the period January 30, 2008 (Inception) to May 31, 2008, the Company issued its
President and sole Director 730,000 shares of common stock for services valued
at $7,300. ($.01 per share).
  On April
6, 2008 the Company sold 100,000 shares of common stock to its President
and Sole Director’s wife for $1,000 ($.01)
 
 During
the three months ended August 31, 2008 the Company recorded imputed compensation
of $4,500 for the services contributed by issued its President and sole
Director.
  On
October 1, 2008, the Company borrowed $100,000 from an officer and
director.  Interest accrues at 2% per year, and expires on December
31, 2008. On December 31, 2008 the officer and director converted the note and
accrued interest of $499 into 100,000 shares of common stock at a price of
$1.00499 per share.
 
 NOTE
6 – CONSULTING AGREEMENTS
  On
September 1, 2008 the Company entered into an agreement with EverAsia Consultant
Co., Ltd whereby Company will pay to EverAsia Consultant Co., Ltd $5,000 per
month beginning September 1, 2008 and ending December 31, 2009 for consulting
services.
 During
the three and nine months February 28, 2009 the Company recorded an expense of
$15,000 and $30,000 respectively.
 
 On
September 1, 2008 the Company entered into an agreement with EverAsia Financial
Group, Inc. whereby Company will pay to EverAsia Financial Group, Inc. $5,000
per month beginning September 1, 2008 and ending December 31, 2009 for
management services. During the three and nine months February 28, 2009 the
Company recorded an expense of $15,000 and $30,000, respectively.
  NOTE 7
- SHAREHOLDERS' EQUITY
 
 On
January 30, 2008 the Company sold its President and sole Director 70,000 shares
of common stock for $70. ($.001 per share)
 
 During
the period January 30, 2008 (Inception) to May 31, 2008, the Company issued its
President and sole Director 730,000 shares of common stock for services valued
at $7,300. ($.01 per share).
 
 In
February 2008 the Company sold a total of 1,500,000 shares for net proceeds of
$1,500. ($.001 per share) The Company believes this offering is exempt from
registration with the US Securities and Exchange Commission.
  During
the period January 30, 2008 (Inception) to May 31, 2008, the Company undertook a
private placement issuance, Regulation D Rule 506 offering of 2,580,000 shares
of common stock for net proceeds of $25,800 ($.01 per share). The Company
believes this offering is exempt from registration with the US Securities and
Exchange Commission.
 
 During
the period January 30, 2008 (Inception) to May 31, 2008, the Company issued
120,000 shares of common stock for legal and consulting services.  The
shares were valued at $1,200 or $.01 per share based on a recent cash
offering price.
 
 7
 During
the three months ended August 31, 2008 the Company recorded imputed compensation
of $4,500 for the services contributed by issued its President and sole
Director.
  On August
29, 2008 the Company entered into a sales and marketing agreement with the
Yunnan Zhongsen Group, Ltd., or YZG, a Chinese company located in Kunming,
Yunnan Province, People’s Republic of China, which caused them to become YZG’s
exclusive sales and marketing agent worldwide. The Company receives a commission
of 20% of global sales, payable each month based on the Company’s and YZG’s
sales figures. On August 29, 2008, the effective date of the transaction, the
Company issued 49,900,000 shares of common stock valued at $499,000 or $.01 per
share the most recent cash offering price in exchange for the sales and
marketing agreement. The Company has capitalized the value of the Sales and
Marketing agreement. As of February 28, 2009 the Company has recorded an
impairment on the agreement in the amount of $379,000. The Company issued
5,000,000 shares of common stock valued at $50,000 or $.01 per share the most
recent cash offering price as the finders fee. The Company expensed the value of
the common stock issued at August 31, 2008
 
 On
October 1, 2008, the Company borrowed $100,000 from an officer and
director.  Interest accrues at 2% per year, and expires on December
31, 2008. On December 31, 2008 the officer and director converted the note and
accrued interest of $499 into 100,000 shares of common stock at a price of
$1.00499 per share.
 
 During
2009, the Company paid fees of $2,175 for Blue Sky for shares previously
issued.
 
 NOTE
8 - GOING CONCERN
 
 The
Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has an accumulated
deficit of $534,950 and used cash in operations of $71,867. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management continues to actively seek additional sources of capital to fund
current and future operations. There is no assurance that the Company will be
successful in continuing to raise additional capital and establish its business
model. These financial statements do not include any adjustments that might
result from the outcome of these uncertainties.




8




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





The
following discussion contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.




BUSINESS
OVERVIEW
 
 We were
incorporated on January 30, 2008, in the state of Florida. Our principal
business objective is to provide sales and marketing services to small to medium
sized Chinese tea producing companies who wish to export and distribute high
quality Chinese tea products worldwide. We intend to commence business activity
in the state of Florida with the hope of extending our business throughout the
United States. During the year ended May 31, 2009 we exited the development
stage.




RESULTS
OF OPERATION
  Comparison
of Results of Operations for the Three Months Ended February 28, 2009 Compared
to the Period from January 30, 2008 (Inception) to February 29,
2008
  Total
Revenues
 
 We had
revenues of $6,153 for the three months ended February 28, 2009 and $0 for the
period from January 30, 2008 (inception) to February 29, 2008.
 
 Operating
Expenses
 
 Operating
expenses for three months ended February 28, 2009 were $47,462 as compared to
$7,370 for the period from January 30, 2008 (inception) to February 29, 2008.
The increase was primarily due to increases in consulting fees and impairment of
goodwill.
 
 Loss
from operations
 
 Loss from
operations for the three months ended February 28, 2009 totaled $41,309
compared to a loss of $7,370 for the period from January 30, 2008 (inception) to
February 29, 2008.
 
 Net
Loss
 
 Net loss
was $41,474 for the three months ended February 28, 2009, compared to $7,370 for
the period from January 30, 2008 (inception) to February 29,
2008.  The increase in net loss is mainly due to increases in
consulting fees and impairment of goodwill.
  Comparison
of Results of Operations for the Nine Months Ended February 28, 2009 Compared to
the Period from January 30, 2008 (Inception) to February 29, 2008
 
 Total
Revenues
 
 We had
revenues of $8,164 for the nine months ended February 28, 2009 and $0 for the
period from January 30, 2008 (inception) to February 29, 2008.
 
 Operating
Expenses
 
 Operating
expenses for nine months ended February 28, 2009 were $534,045 as compared to
$7,370 for the period from January 30, 2008 (inception) to February 29, 2008.
The increase was primarily due to increases in professional fees, consulting
fees and impairment of goodwill.
 
 Loss
from operations
 
 Loss from
operations for the nine months ended February 28, 2009 totaled $525,881
compared to a loss of $7,370 for the period from January 30, 2008 (inception) to
February 29, 2008.
 
 Net
Loss
 
 Net loss
was $526,380 for the nine months ended February 28, 2009, compared to $7,370 for
the period from January 30, 2008 (inception) to February 29,
2008.  The increase in net loss is mainly due to increases in
professional fees, consulting fees and impairment of
goodwill.






9


PLAN OF OPERATIONS
  Our plan
of operations for the next twelve months is focused on the following primary
objectives.
  1.
                Find
      additional customers to purchase tea products from our contracted
      supplier, Yunnan Zhongsen Group, Ltd. and;2.
                Raising
      capital through private debt or equity offerings.
 Subject
to the requisite financing, we believe that we can complete the following
objectives within the time period specified:
  New Supply
Agreements
 
 In August
2008, we entered into an agreement with Yunnan Zhongsen Group, Ltd., or YZG, a
Chinese company located in Kunming, Yunnan Province, People’s Republic of China,
which caused us to become YZG’s exclusive sales and marketing agent
worldwide.  We receive a commission of 20% of global sales, payable
each month based on our and YZG’s sales figures.  On August 29, 2008,
the effective date of the transaction, we issued 49,900,000 shares to
approximately 4200 shareholders in exchange for the sales and marketing
agreement.  Additionally, our sole director and officer named a new
board of directors, and hired new executive officers, and resigned his
positions at the company.




Sales
Marketing




All sales
are generated through sales by external sales and marketing representatives,
including those at our main supplier, YZG.




Administrative
Costs




We expect
to hire several employees for sales, marketing, administrative and finance
support staff as necessary.  Completion of our plan of operations is
subject to attaining adequate revenue. We cannot assure investors that adequate
revenues will be generated. In the absence of our projected revenues, we may be
unable to proceed with our plan of operations. Even without significant revenues
within the next twelve months, we still anticipate being able to continue with
our present activities, but we may require financing to potentially achieve our
goal of profit, revenue and growth.




The
foregoing represents our best estimate of our cash needs based on current
planning and business conditions. The exact allocation, purposes and timing of
any monies raised in subsequent private financings may vary significantly
depending upon the exact amount of funds raised and status of our business plan.
In the event we are not successful in reaching our initial revenue targets,
additional funds will be required and we may then not be able to proceed
with our business plan for the development and marketing of our core products
and services. Should this occur, we would likely seek additional financing to
support the continued operation of our business. We intend to raise the funds
through equity sales and debt, though no definitive agreements have been signed
yet.




GOING CONCERN CONSIDERATION




As
reflected in the accompanying financial statements, we have an accumulated
deficit of $534,950 and used cash in operations of $71,867 during the nine
months ended February 28, 2009. This raises substantial doubt about our ability
to continue as a going concern. Our ability to continue as a going concern is
dependent on our ability to raise additional capital and implement our business
plan. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.




We
believe that actions presently being taken to obtain additional funding and
implement our strategic plans provide the opportunity for us to continue as a
going concern.




LIQUIDITY AND CAPITAL RESOURCES




As
of February 28, 2009, we have assets of $154,759 consisting of cash of
$32,258, accounts receivable of $2,134, prepaid expenses of $367 and
intangible assets of $120,000 and total liabilities of $2,015 consisting of
accounts payable of $2,015 compared to May 31, 2008 we had assets of $27,300
consisting of cash of $6,300, prepaid expenses of $21,000 and no
liabilities.





Cash and
cash equivalents from inception to date have been sufficient to cover expenses
involved in starting our business. Current cash on hand is insufficient to
support our operations for the next twelve months. Therefore, we will require
additional funds to continue to implement and expand our business plan during
the next twelve months.







10


CRITICAL ACCOUNTING PRONOUNCEMENTS
  Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenues and expense amounts reported. These estimates
can also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere
to GAAP and are consistently and conservatively applied. We base our estimates
on historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially
from these estimates under different assumptions or conditions. We continue
to monitor significant estimates made during the preparation of our financial
statements.
  Our
significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ from
those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our results of operations,
financial position or liquidity for the periods presented in this
report.
 Revenue
Recognition
  The
Company recognizes revenue on arrangements in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements’ and No. 104, “Revenue Recognition”. In all cases, revenue
is recognized only when the price is fixed or determinable, persuasive evidence
of an arrangement exists, the service is performed and collectability of the
resulting receivable is reasonably assured.


RECENT ACCOUNTING PRONOUNCEMENTS





In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling
Interests in
Consolidated Financial Statements–an amendment of ARB No. 51
”. This statement improves the relevance, comparability, and transparency of the
financial information that a reporting entity provides in its consolidated
financial statements by establishing accounting and reporting standards that
require; the ownership interests in subsidiaries held by parties other than the
parent and the amount of consolidated net income attributable to the parent and
to the noncontrolling interest be clearly identified and presented on the face
of the consolidated statement of income, changes in a parent’s ownership
interest while the parent retains its controlling financial interest in its
subsidiary be accounted for consistently, when a subsidiary is deconsolidated,
any retained noncontrolling equity investment in the former subsidiary be
initially measured at fair value, entities provide sufficient disclosures that
clearly identify and distinguish between the interests of the parent and the
interests of the noncontrolling owners. SFAS No. 160 affects those entities that
have an outstanding noncontrolling interest in one or more subsidiaries or that
deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008. Early adoption is prohibited. The adoption of this statement is not
expected to have a material effect on the Company's financial
statements.
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161). This
statement is intended to improve transparency in financial reporting by
requiring enhanced disclosures of an entity’s derivative instruments and hedging
activities and their effects on the entity’s financial position, financial
performance, and cash flows. SFAS 161 applies to all derivative instruments
within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging
Activities” (SFAS 133) as well as related hedged items, bifurcated
derivatives, and nonderivative instruments that are designated and qualify as
hedging instruments. Entities with instruments subject to SFAS 161 must provide
more robust qualitative disclosures and expanded quantitative disclosures. SFAS
161 is effective prospectively for financial statements issued for fiscal years
and interim periods beginning after November 15, 2008, with early application
permitted. The adoption of this statement is not expected to have a material
effect on the Company's financial statements.


11


In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS 162 is effective 60 days following
the SEC’s approval of PCAOB Auditing Standard No. 6, Evaluating Consistency of
Financial Statements (AS/6). The adoption of FASB 162 is not expected to have a
material impact on the Company’s financial position.
  In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. SFAS 163 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. The adoption of FASB 163 is not expected to have a
material impact on the Company’s financial position.
  OFF-BALANCE SHEET ARRANGEMENTS
  We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).


Item
3.    Quantitative and Qualitative Disclosures about Market
Risks





Not
applicable because we are a smaller reporting company.




Item
4T.  Controls and Procedures





Evaluation of Disclosure
Controls and Procedures





Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”),of the effectiveness of the Company’s disclosure
controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act)
as of the end of the period covered by this report. Based upon that evaluation,
the Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CFO, as appropriate, to allow timely decisions regarding required
disclosure.





Changes in Internal
Controls





There
have been no changes in the Company's internal control over financial reporting
during the latest fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.









12










PART
II - OTHER INFORMATION




Item
1. Legal Proceedings.




Currently
we are not aware of any litigation pending or threatened by or against the
Company.





Item
1A. Risk Factors





Not
applicable because we are a smaller reporting company.


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




On
December 31, 2008, our President converted a note payable in the amount of
$100,000 into 100,000 common shares at a purchase price of $1 per common share.
The shares were issued in reliance on the exemption under Section 4(2) of the
Securities Act of 1933, as amended.


Item
3. Defaults Upon Senior Securities.




None.




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




None.




Item
5. Other Information.




None.




Item
6. Exhibits and Reports of Form 8-K.




(a)        Exhibits




31.1
              Certification
      of Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act
      of 200231.2
              Certification
      of Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act
      of 200232.1
              Certification of
      Chief Executive Officer pursuant to Section 1350 of Sarbanes Oxley
      Act of 200232.2
              Certification of
      Chief Financial Officer pursuant to Section 1350 of Sarbanes Oxley
      Act of 2002







13






SIGNATURES




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





ZHONG
      SEN INTERNATIONAL TEA COMPANYDate:
      April 7, 2009
                By:
                /s/ 
      Nie PinNie
      PinChief
      Executive OfficerBy:
                /s/ 
      Binquan ZhangBinquan
      ZhangChief
      Financial Officer









14