UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q/A





(MARK
ONE)





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 FOR THE QUARTERLY PERIOD ENDED March 31,
  2010.




 ̈
            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           ̈





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      ̈
  No     ̈





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




Large
      accelerated filer   ̈
              Accelerated
      filer   ̈Non-accelerated
      filer     ̈
              Smaller
      reporting company  x




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




The
number of shares of Common Stock of the Registrant, par value $.001 per share,
outstanding on March 31, 2010 was 21,286,789.





EXPLANATORY
NOTE




This Amendment No. 1 to our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2010 which was filed with
the Securities and Exchange Commission (the “SEC”) on May 28, 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 also
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




Other
than as described 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 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. 2 to our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2010 which was filed with the
SEC on August 23, 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 MARCH 31, 2010 FORM 10-Q/A




Page
                  NumberPart
      I - Financial Information
                
                F-1Item
      1 - Financial Statements
                
                F-1Consolidated
      Balance Sheets as of March 31, 2010 (unaudited) and December 31, 2009
      (restated)
                
                F-1Consolidated
      Statements of Income and Comprehensive Income for the Three Months ended
      March 31, 2010 and 2009 (unaudited and restated)
                
                F-2Consolidated
      Statements of Cash Flows for the Three Months ended March 31, 2010
      (unaudited and restated) and 2009 (unaudited)
                
                F-3Consolidated
      Statement of Stockholders’ Equity for the Three Months Ended March 31,
      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
                
                8Item
      4 - Controls and Procedures
                
                8Part
      II - Other Information
                
                9Item
      6 - Exhibits
                
                9Signature
      Page
                
                10


2




PART
I – FINANCIAL INFORMATION





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


AS
OF MARCH 31, 2010 AND DECEMBER 31, 2009





3/31/2010
                
                
                12/31/2009(unaudited and
                  restated)
                
                
                (audited &
                  restated)ASSETSCurrent
      AssetsCash
                
                $
                1,594,034
                
                
                $
                3,194,248Accounts
      receivable
                
                
                2,473,454
                
                
                
                236,374Inventories
                
                
                5,159,849
                
                
                
                2,979,753Due
      from shareholders
                
                
                -
                
                
                
                4,008,659Other
      receivable
                
                
                21,211
                
                
                
                21,208Trade
      deposit
                
                
                -
                
                
                
                121,224Prepaid
      expenses
                
                
                217,199
                
                
                
                230,247Financial
      receivable
                
                
                6,561,077
                
                
                
                -Escrow
      account
                
                
                100,000
                
                
                
                -Total
      Current Assets
                
                
                16,126,824
                
                
                
                10,791,713Fixed
      assets
                
                
                395,941
                
                
                
                405,147Biological
      assets
                
                
                474,349
                
                
                
                432,808Total
      Assets
                
                $
                16,997,114
                
                
                $
                11,629,668LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable
                
                $
                4,832,915
                
                
                $
                -Other
      payable
                
                
                255,035
                
                
                
                2,743,960Advance
      from clients
                
                
                -
                
                
                
                498,785Short-term
      bank loan
                
                
                1,023,976
                
                
                
                380,273Dividend
      payable
                
                
                -
                
                
                
                3,466,331Income
      tax payable
                
                
                236,483
                
                
                
                995,313Derivative
      liability
                
                
                7,830,045
                
                
                
                -Total
      Current Liabilities
                
                
                14,178,454
                
                
                $
                8,084,662Long-term
      bank loan
                
                
                -
                
                
                
                1,170,070Total
      liabilities
                
                
                14,178,454
                
                
                
                9,254,732Temporary
      equityRedeemable
      preferred stock, par value $0.001 per share, 2,768,721 issued at March 31,
      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 March 31, 2010
      and December 31, 2009, respectively
                
                
                21,287
                
                
                
                19,624Additional
      paid in capital
                
                
                1,056,365
                
                
                
                797,808Statutory
      reserve
                
                
                1,076,488
                
                
                
                1,051,089Other
      comprehensive income
                
                
                863,248
                
                
                
                866,699Accumulated
      deficit
                
                
                (7,898,728
                )
                
                
                (360,284
                )Total
      Stockholders’ Equity
                
                
                (4,881,340
                )
                
                
                2,374,936Total
      Liabilities and Stockholders’ Equity
                
                $
                16,997,114
                
                
                $
                11,629,668





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


F-1





RONGFU
AQUACULTURE, INC.


CONSOLIDATED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME


FOR
THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009


(UNAUDITED
AND RESTATED)




2010
                        
                        
                        2009Revenue,
      net
                        
                        $
                        9,923,527
                        
                        
                        $
                        9,406,428Cost
      of goods sold
                        
                        
                        6,719,795
                        
                        
                        
                        6,266,745Gross
      profit
                        
                        
                        3,203,732
                        
                        
                        
                        3,139,683Operating
      expenses:Selling
      expenses
                        
                        
                        285,932
                        
                        
                        
                        87,591General
      and administrative expenses
                        
                        
                        579,413
                        
                        
                        
                        661,871Research
      and development expenses
                        
                        
                        19,836
                        
                        
                        
                        18,835Total
      operating expenses
                        
                        
                        885,181
                        
                        
                        
                        768,297Net
      income from operations
                        
                        
                        2,318,551
                        
                        
                        
                        2,371,386Other
      income (expenses)Loss
      on fair value of derivative liability
                        
                        
                        (4,562,248
                        )
                        
                        
                        -Interest
      income
                        
                        
                        2,762
                        
                        
                        
                        11,847Interest
      expense
                        
                        
                        (17,394
                        )
                        
                        
                        (209
                        )Total
      other (expenses) income
                        
                        
                        (4,576,880
                        )
                        
                        
                        11,638Net 
      income (loss) before income taxes
                        
                        
                        (2,258,329
                        )
                        
                        
                        2,383,024Income
      taxes
                        
                        
                        236,486
                        
                        
                        
                        201,527Net
      (loss) income
                        
                        $
                        (2,494,815
                        )
                        
                        $
                        2,181,497Deemed
      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
                        
                        $
                        (7,513,045
                        )
                        
                        $
                        2,181,497Net
      income per common shareEarnings
      per share – Basic
                        
                        $
                        (0.38
                        )
                        
                        $
                        0.11Earnings
      per share – Diluted
                        
                        $
                        (0.38
                        )
                        
                        $
                        0.11Weighted
      average common shares outstandingBasic
                        
                        
                        19,679,319
                        
                        
                        
                        19,623,889Diluted
                        
                        
                        19,679,319
                        
                        
                        
                        19,623,889Net
      (loss) income
                        
                        $
                        (2,494,815
                        )
                        
                        $
                        2,181,497Other
      comprehensive income (loss)
                        
                        
                        (3,451
                        )
                        
                        
                        28,158Comprehensive
      income (loss)
                        
                        $
                        (2,498,266
                        )
                        
                        $
                        2,209,655





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


F-2


RONGFU
AQUACULTURE, INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS


FOR
THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009


(UNAUDITED)





2010
                        (Restated)
                      
                      
                      2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      (loss) income
                      
                      $
                      (2,494,815
                      )
                      
                      $
                      2,181,497Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
                      
                      
                      27,946
                      
                      
                      
                      26,860Amortization
      of biological assets
                      
                      
                      115,352
                      
                      
                      
                      81,742Change
      in derivative liability value
                      
                      
                      4,562,248
                      
                      
                      
                      -Professional
      fee in connection with the issuance of shares
                      
                      
                      192,361
                      
                      
                      
                      -(Increase)
      / decrease in assets:Accounts
      receivables
                      
                      
                      (2,237,074
                      )
                      
                      
                      3,169,097Inventories
                      
                      
                      (2,179,648
                      )
                      
                      
                      2,243,115Prepaid
      expense and other receivables
                      
                      
                      12,356
                      
                      
                      
                      159,710Trade
      deposit
                      
                      
                      121,246
                      
                      
                      
                      -Due
      from shareholder
                      
                      
                      4,009,362
                      
                      
                      
                      (1,460,583
                      )Escrow
      account
                      
                      
                      (100,000
                      )
                      
                      
                      -Increase
      / (decrease) in current liabilities:Accounts
      payable
                      
                      
                      4,832,987
                      
                      
                      
                      (205,118
                      )Other
      payable
                      
                      
                      (2,489,402
                      )
                      
                      
                      (732,600
                      )Advances
      from clients
                      
                      
                      (498,873
                      )
                      
                      
                      -Income
      taxes payable
                      
                      
                      (759,002
                      )
                      
                      
                      (52,193
                      )Net
      cash provided by operating activities
                      
                      
                      3,115,044
                      
                      
                      
                      5,411,527CASH
      FLOWS FROM INVESTING ACTIVITIESPurchased
      fixed assets
                      
                      
                      (18,740
                      )
                      
                      
                      (52,820
                      )Purchased
      biological assets
                      
                      
                      (156,892
                      )
                      
                      
                      -Net
      cash used by investing activities
                      
                      
                      (175,632
                      )
                      
                      
                      (52,820
                      )CASH
      FLOWS FROM FINANCING ACTIVITIESDue
      to shareholder
                      
                      
                      -
                      
                      
                      
                      (6,322,573
                      )Borrowings
      (payment) of short-term loan, net
                      
                      
                      (380,339
                      )
                      
                      
                      730,292Borrowings
      (payment) of long-term bank loan
                      
                      
                      (146,284
                      )
                      
                      
                      1,752,700Dividend
      paid
                      
                      
                      (4,110,591
                      )
                      
                      
                      (1,388,026
                      )Proceeds
      from issuance of preferred stock
                      
                      
                      100,000
                      
                      
                      
                      -Net
      cash (used) by financing activities
                      
                      
                      (4,537,214
                      )
                      
                      
                      (5,227,607
                      )Effect
      of exchange rate changes on cash and cash equivalents
                      
                      
                      (2,412
                      )
                      
                      
                      (2,686
                      )Net
      change in cash and cash equivalents
                      
                      
                      (1,600,214
                      )
                      
                      
                      128,414Cash
      and cash equivalents, beginning balance
                      
                      
                      3,194,248
                      
                      
                      
                      14,823,476Cash
      and cash equivalents, ending balance
                      
                      $
                      1,594,034
                      
                      
                      $
                      14,951,890SUPPLEMENTAL
      DISCLOSURES:Cash
      paid during the year for:Income
      tax payments
                      
                      $
                      995,488
                      
                      
                      $
                      254,112Interest
      payments
                      
                      $
                      17,393
                      
                      
                      $
                      209





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


F-3


RONGFU
AQUACULTURE, INC.


CONSOLIDATED STATEMENT
OF STOCKHOLDERS' EQUITY


FOR
THE THREE MONTHS ENDED MARCH 31, 2010 AND THE YEAR ENDED DECEMBER
31, 2009


(UNAUDITED
AND RESTATED)





Additional
                  
                  
                  Other
                  
                  
                  
                  
                  
                  
                  
                  
                  TotalCommon
      Stock
                  
                  
                  Paid-in
                  
                  
                  Comprehensive
                  
                  
                  Statutory
                  
                  
                  Retained
                  
                  
                  StockholdersShares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Income
                  
                  
                  Reserves
                  
                  
                  Earnings
                  
                  
                  EquityBalance
      December 31,, 2009
                  
                  
                  19,623,889
                  
                  
                  $
                  19,624
                  
                  
                  $
                  797,808
                  
                  
                  $
                  866,699
                  
                  
                  $
                  1,051,089
                  
                  
                  $
                  (360,284
                  )
                  
                  $
                  2,374,936Foreign
      currency translation adjustments
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (3,451
                  )
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (3,451
                  )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
                  
                  
                  
                  1,663
                  
                  
                  
                  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
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  25,399
                  
                  
                  
                  (25,399
                  )
                  
                  
                  -Deemed dividend
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  4,374,579
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (4,374,579
                  )
                  
                  
                  -Income
      for the three months ended March 31, 2009
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (2,494,815
                  )
                  
                  
                  (2,494,815
                  )Balance
      March 31, 2010
                  
                  
                  21,286,789
                  
                  
                  $
                  21,287
                  
                  
                  $
                  1,056,365
                  
                  
                  $
                  863,248
                  
                  
                  $
                  1,076,488
                  
                  
                  $
                  (7,898,728
                  )
                  
                  $
                  (4,881,340
                  )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


MARCH
31, 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.


F-5


RONGFU
AQUACULTURE, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010


(UNAUDITED
AND RESTATED)





Note
1 – ORGANIZATION
–continued





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 March 31, 2010 and the results of its operations for
the three-month periods ended March 31, 2010 and 2009 and its cash flows for the
three-month periods March 31, 2010 and 2009. Actual results may differ from
these estimates as a result of different assumptions or conditions.





These
consolidated financial statements have been prepared on a historical pro-forma
basis.





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 (“Codification”) on July 1, 2009. For the three months ended
March 31, 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 Granto ,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
March 31, 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.


F-6


RONGFU
AQUACULTURE, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010


(UNAUDITED
AND RESTATED)





Note
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





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.





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 March 31, 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 March 31, 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 March 31, 2010 and December 31, 2009.


F-7


RONGFU
AQUACULTURE, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010


(UNAUDITED
AND RESTATED)





Note
2 – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Inventories





Inventory
includes breeding and growing cost; these costs include feed, direct cost and
fixed and variable overhead costs. Inventories are valued at the lower of cost
(determined on a weighted average basis) or market. As of March 31, 2010 and
December 31, 2009, inventories consist of the following:





3/31/2010
                  
                  
                  12/31/2009Raw
      materials
                  
                  $
                  74,974
                  
                  
                  $
                  47,185Work
      in process and finished goods
                  
                  
                  5.084,875
                  
                  
                  
                  2,932,568Total
                  
                  $
                  5,159,849
                  
                  
                  $
                  2,979,753





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
                  5-10yearsTransportation
      equipment
                  5-10
      yearsOffice
      equipment
                  3-5
      years





As of
March 31, 2010 and December 31, 2009, Property, Plant & Equipment consist of
the following:





3/31/2010
                    
                    
                    12/31/2009Buildings
                    
                    $
                    73,631
                    
                    
                    $
                    73,631Fishing
      gear
                    
                    
                    424,938
                    
                    
                    
                    424,938Transportation
      equipment
                    
                    
                    37,330
                    
                    
                    
                    37,330Office
      equipment
                    
                    
                    40,102
                    
                    
                    
                    40,102Construction
      in progress
                    
                    
                    18,740
                    
                    
                    
                    -Total
                    
                    
                    594,741
                    
                    
                    
                    576,001Accumulated
      depreciation
                    
                    
                    (198,800
                    )
                    
                    
                    (170,854
                    )$
                    395,941
                    
                    
                    $
                    405,147





Depreciation
expense for the three months ended March 31, 2010 and 2009 was $27,946 and
$26,860 respectively.


F-8


RONGFU
AQUACULTURE, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010


(UNAUDITED
AND RESTATED)





Note
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





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
March 31, 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 three months ended March 31, 2010, the Company
recorded a loss on change in fair value of derivative liability of
$4,562,248 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.





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
March 31, 2010 and December 31, 2009, the derivative liabilities amounted to
$7,830,045 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.


F-9


RONGFU
AQUACULTURE, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010


(UNAUDITED
AND RESTATED)





Note
2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





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 three months ended March 31, 2010 and 2009,
research and development costs were $ 19,836 and $ 18,835,
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 three months ended March 31, 2010
and 2009 were $ 7,599 and $ 2,026, respectively.





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 general and administrative expense.
Shipping and handling fees for the three months ended March 31, 2010 and
2009 were $64,442 and $1,758, respectively.





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 metho758d, 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 fro US income tax which could result
from paying dividend to the Company.





There
were no deferred tax difference as of March 31, 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


MARCH
31, 2010


(UNAUDITED
AND RESTATED)





Note
3 –OTHER
RECEIVABLES





Other
receivables mainly consist of cash advances to rent deposit. As of March 31,
2010 and December 31, 2009, the other receivables were $21,211 and $21,208,
respectively.





Note
4 – BIOLOGICAL
ASSETS





As of
March 31, 2010 and December 31, 2009, Biological assets at cost consist of the
following:





3/31/2010
                  
                  
                  12/31/2009Carp
                  
                  $
                  20,562
                  
                  
                  $
                  20,562Tilapia
                  
                  
                  959,561
                  
                  
                  
                  959,561Yellow
      bone fish
                  
                  
                  54,807
                  
                  
                  
                  -California
      bass
                  
                  
                  15,832
                  
                  
                  
                  -Snakeheads
                  
                  
                  264,457
                  
                  
                  
                  178,204Total
                  
                  
                  1,315,219
                  
                  
                  
                  1,158,327Accumulated
      amortization
                  
                  
                  (840,870
                  )
                  
                  
                  (725,519
                  )$
                  474,349
                  
                  
                  $
                  432,808





Amortization
expense for the three months ended March 31, 2010 and 2009 was $115,352 and $
81,742, 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
      yearsSnakeheads
                3
      years




Note
5 – RELATED
PARTY





The
Company buys fish feed from a related party supplier. As of and for the three
months ended March 31, 2010, such vendor accounted for approximately 50% of the
Company’s purchases and 30% of accounts payable.





Note
6 – DUE FROM/TO
SHAREHOLDER





The
Company has a receivable due from shareholder. As of March 31, 2010, due from
shareholder was $21,211. Amount due are receivable upon demand with no stated
interest.





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. He 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.  During the three months ended March 31, 2010 this
loan was repaid in full.


F-11


RONGFU
AQUACULTURE, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010


(UNAUDITED
AND RESTATED)





Note
7 – ESCROW
DEPOSITS





Pursuant
to the Stock Purchase Agreement entered into on March 29, 2010, the Company
received a $100,000 deposit in an escrow account. The remaining net proceeds of
$6,561,077 had not been received as of March 31, 2010 and are shown on balance
sheet as receivable. The escrow balance was collected by the Company on April 1,
2010.





Note
8 – CONCENTRATIONS





As of
March 31, 2010, one customer accounted for 48% of accounts receivable. For the
three months ended March 31, 2010, the Company had three vendors who accounted
for 83% of total purchases. As of December 31, 2009, two customers accounted for
20% of accounts receivable. For the three months ended March 31, 2009, the
Company had two vendors who accounted for 73% of total purchases and one related
party vendor who accounted for 13% of total purchases.





Note
9 – 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 March 31, 2010 and March 31, 2009.





Note
10 – 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.





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 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 this
Agreement shall be 6% of the aggregated purchase price paid by the investors
pursuant to this Purchase Agreement. The Company must pay the liquidated damages
in cash.




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.




F-12





RONGFU
AQUACULTURE, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010


(UNAUDITED
AND RESTATED)





Note
10 – COMMON
STOCK  (CONTINUED)





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.





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,
      March 31, 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 March 31, 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 March 31, 2010 and December 31,
2009:




Derivative income (expense)
                    
                    Three Months
                      Ended March 31,
                      2010
                    
                    
                    Year
                      Ended
                      December
                      31, 2009Warrant
      derivative
                    
                    $
                    (4,562,248
                    )
                    
                    
                    -





Liabilities
                    
                    March 31, 2010
                    
                    
                    December
                      31, 2009Warrant
      derivative
                    
                    
                    7,830,045
                    
                    
                    
                    -




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 5 years ; and a risk free
rate ranging from 1.79%-2.5%.




F-13




RONGFU
AQUACULTURE, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010


(UNAUDITED
AND RESTATED)





Note
12- DEBT





As of
March 31, 2010 and December 31, 2009, the Company had debt as
follows:





As of 3/31/2010
                    Credit Union –Foshan
                    Naihai  Branch
                  
                  Amount
                  
                  
                  Interest rate
                  
                  DueShort
      term bank loan
                  
                  $
                  1,023,976
                  
                  
                  
                  4.50
                  %
                  Feb
      13 and 14, 2011





As of 12/31/2009
                    Credit Union –Foshan
                    Naihai  Branch
                  
                  Amount
                  
                  
                  Interest rate
                  
                  DueShort
      tem bank loan
                  
                  $
                  380,273
                  
                  
                  
                  4.425
                  %
                  Feb
      13, 2010Long
      term bank loan
                  
                  $
                  1,170,070
                  
                  
                  
                  4.50
                  %
                  Feb
      13 and 14, 2011





The
Company is using these loans for working capital purposes and secured by certain
real estate and property insurance.





Note
13 - INCOME
TAXES





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:March
      31, 2010
                      
                      International
                      
                      
                      TotalCurrent
                      
                      $
                      236,486
                      
                      
                      $
                      236,486March
      31, 2009
                      
                      International
                      
                      
                      TotalCurrent
                      
                      $
                      201,527
                      
                      
                      $
                      201,527





Three
      Months Ended March 31,2010
                    
                    
                    2009Reconciliation
      of Effective tax rateStatutory
      tax rate
                    
                    
                    25
                    %
                    
                    
                    25
                    %Non
      deductibility of permanent items
                    
                    
                    48
                    %
                    
                    
                    0
                    %Tax
      benefits from discounts and exemption
                    
                    
                    (9
                    )%
                    
                    
                    17
                    %Others
                    
                    
                    (74
                    )%
                    
                    
                    (34
                    )%Effective
      tax rate
                    
                    
                    (10
                    )%
                    
                    
                    8
                    %





If the
Company were subject to the standard 25% EIT, it would have incurred $394,449
and $406,285 of income tax expense for the three months ended March 31, 2010 and
2009, respectively.  The standard income tax rate would have caused the
Company to incur an additional expense of $0.02 and $0.02 per share for the
three months ended March 31, 2010 and 2009, respectively.


F-14


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010


(UNAUDITED
AND RESTATED)




Note
14– 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 three months ended March 31, 2010 and 2009, rent expense was $
137,485 and $ 209,348.  Future payments under these leases are as follows
as of March 31:





2011
                    
                    $
                    52,3392012
                    
                    $
                    52,3392013
                    
                    $
                    52,3392014
                    
                    $
                    18,9032015
                    
                    $
                    13,035Thereafter
                    
                    $
                    31,256Total
                    
                    $
                    220,211





Note
15– 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:





2010
                    
                    
                    2009Basic
      and diluted earnings  per share:Numerator:(Loss)/Income
      used in computing
                    
                    $
                    (7,513,045
                    )
                    
                    $
                    2,181,497Denominator:Weighted
      average common shares outstanding
                    
                    
                    19,679.379
                    
                    
                    
                    19,623,889Basic
      and diluted earnings per share
                    
                    $
                    (0.38
                    )
                    
                    $
                    0.11




Note
16 – STATUTORY
RESERVE





In
accordance with the laws and regulations of the PRC, a WFOE’s 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 March 31, 2010 and December 31, 2009, the Company had
allocated $1,076,488 and $1,051,089, to these non-distributable reserve
funds.


F-15


RONGFU
AQUACULTURE, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010


(UNAUDITED
AND RESTATED)





Note
17- OTHER
COMPREHENSIVE INCOME





Balances
of related after-tax components comprising accumulated other comprehensive
income, included in stockholders’ equity, at March 31, 2010 and December 31,
2009, are as follows:





ForeignCurrency
                      Translation
                      Adjustment
                    
                    
                    AccumulatedOther
                      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 three months ended 3/31/2010
                    
                    
                    (3,451
                    )
                    
                    
                    (3,451
                    )Balance
      at March 31, 2010
                    
                    $
                    863,248
                    
                    
                    
                    863,248





Note
18- RESTATEMENT




The
accompanying consolidated balance sheets as of December 31, 2009 and March 31,
2010, consolidated statements of income and comprehensive income for the three
months ended March 31, 2010 and March 31, 2009, consolidated statement of cash
flows for the three months ended March 31, 2010 and consolidated statement of
stockholders’ equity for the three months ended March 31, 2010 and the year
ended December 31, 2009 have been restated for the following
reasons:
 
 1. The
number of shares of the Company’s common stock outstanding as of December 31,
2008 and December 31, 2009 and the weighted average common shares outstanding
for the three months ended March 31, 2009 and March 31, 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 quarter ended March 31, 2010.
 
 3.  $7,700,000
of Preferred Stock included under Stockholders’ Equity on the Company’s balance
sheet as of March 31, 2010 should be classified as Temporary
Equity.
 
 Therefore,
we have restated our financial statements to correct these errors as
follows:
 
 (i) We restated our financial
statements to decrease the number of shares of the Company’s common stock
outstanding as of December 31, 2008 and December 31, 2009 from
20,810,713 to 19,623,889, to decrease the weighted average common shares
outstanding for the three months ended March 31, 2010 from 21,286,789 to
19,679,319 and to decrease the weighted average common shares outstanding for
the three months ended March 31, 2009 from 20,810,713 to 19,623,889 shares. The
effect of the reduction in the number of outstanding shares of common stock was
to decrease Common Stock on the balance sheet as of December 31, 2009 by $1,187
from $20,811 to $19,624 and to increase additional paid-in capital as of
December 31, 2009 by the same amount.
 
 (ii)  We restated our
financial statements to treat the preferred stock as of March 31, 2010 as
Temporary Equity (see Note 18(3)). We previously accounted for the preferred
stock in equity. The restatement had the effect of decreasing our equity by
$7,700,000.
 
 (iii)  We restated our
financial statements to treat the value assigned to the shares issued in
connection with certain professional services as expenses on the income
statement (see Note 18(2)). This restatement had the effect of increasing the
loss by $192,361, or $0.01 per share. The following table illustrates this
restatement and the restatement as a result in the correction for the weighted
average common shares outstanding for the three months ended March 31,
2010:
  Net Loss
              
              
              
              Loss per
                Common ShareNet
      loss, as reported
              
              $
              (7,320,684
              )
              
              $
              (0.34
              )Correction
      for common stock issued for services
              
              
              (192,361
              )
              
              
              (0.01
              )Correction
      for weighted average shares
              
              
              
              
              
              
              (.03
              )Net
      loss, as restated
              
              $
              (7,513,045
              )
              
              $
              (0.38
              )
  (iv)  We restated the
consolidated statement of stockholders’ equity for the three months ended March
31, 2010 and the year ended December 31, 2009 to eliminate preferred stock,
change the number of outstanding common shares and related amounts of capital
and change the amounts of additional paid-in capital, retained earnings and
total stockholders equity as a result of the changes discussed
above.


F-16





RONGFU
AQUACULTURE, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010


(UNAUDITED
AND RESTATED)





Note
18- RESTATEMENT
(CONTINUED)





Note
19- SUBSEQUENT
EVENTS





From
April 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 this period.


F-17


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





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 March 31, 2010 and March 31, 2009





The
following table presents the Company’s consolidated net sales for its lines of
business for the three months ended March 31, 2010 and three months ended March
31, 2009, respectively:




Three Months Ended
      March 31, 2010 and 2009
                    
                    
                    
                    
                    
                    
                    
                    %2010
                    
                    
                    2009
                    
                    
                    ChangeFarm
      growing
                    
                    $
                    7,212,246
                    
                    
                    $
                    7,062,036
                    
                    
                    
                    2
                    %Breeding
                    
                    $
                    1,188,523
                    
                    
                    $
                    1,069,961
                    
                    
                    
                    11
                    %Trading
                    
                    $
                    1,522,758
                    
                    
                    $
                    1,274,431
                    
                    
                    
                    19
                    %Consolidated
                    
                    $
                    9,923,527
                    
                    
                    $
                    9,406,428
                    
                    
                    
                    5
                    %





Revenue for the three months ended
March 31, 2010 were $9,923,527, an increase of $517,099 or 5.5%, when compared
to the same period in 2009. Such increase was mainly attributed to the increase
in sales of adult fish purchased by farmers, which increased $248,327, and the
sales of adult fish, which increased $150,210 compared to the same period of
2009 .For the three months ended March 31, 2010, the sales of fish fry
increased $118,562 compared to the same period of the prior
year.


4


Cost of goods sold for the three months
ended March 31, 2010 were $6,719,795, an increase of $453,050 or 7.2%, when
compared to the same sales period of the prior year, which consisted of an
increase of $148,485 for breeding adult fish, an increase of $218,498 for
trading business, and an increase of $86,067 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 trading segment, with
relatively higher costs of sales increased proportionately more than revenues of
the breeding segment.





Gross profit for the three months
ended March 31, 2010 was $3,203,732, an increase of $64,049 or 2%, when compared
to the same period in 2009. The increase in gross profit consisted of an
increase of $1,726 for breeding adult fish, an increase of $29,828 for the
Company’s trading business, and an increase of $32,495 for breeding fish fry.
The reason for the increase of gross profit for the three months ended March 31,
2010 was the increase in sales. The percentage increase in gross profit for the
three months ended March 31, 2010 over the three months ended March 31, 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 March  31, 2010
as a result of changes in the product mix.





Selling, general and administrative
expenses for the three months ended March 31, 2010 were $865,345, an increase of
$115,883 or 13%, when compared to the same period in 2009, mainly due to a
$192,361 increase in professional fees in connection with the issuance of
shares, and an increase in selling expenses by $191,341. These increases were
partially offset by the decrease in general and administrative expenses of
$274,820 for breeding adult fish and fish fry breeding business due to less
maintenance fees and security fees incurred in the first quarter of 2009 that
did not recur in the first quarter of 2010.





Research and development expenses for
the three months ended March 31, 2010 were $19,836, an increase
of  $1,000 or 5%, when compared to the same period in
2009.





Income from operations for the three
months ended March 31, 2010 was $2,318,551, a decrease of $52,835 or 2%, when
compared to the same period in 2009. The main reason for the decrease in income
from operations was the increase in selling, general and administrative expenses
offset by the increase in sales of adult fish and fish fry.





Interest income for the three months
ended March 31, 2010 was $2,762, a decrease of $9,085 or 76.7%, 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 three months ended March 31, 2010 was $17,394, an
increase of $17,185 or 8,222.0% 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
March 31, 2010 was $236,486, an increase of $34,959, or 17.3%, 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 was higher than that of
2009.





The Company recorded a loss on fair
value of derivative liability of $4,562,248 for the three months ended March 31,
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 loss for the three months ended
March 31, 2010 was $2,494,815 as compared to net income of $2,181,497 for the
three months ended March 31, 2009. The $4,676,312 difference is attributable to
the loss of $4,562,248 on fair value of derivative liability in the three months
ended March 31, 2010.





During the three months ended March 31,
2010, total assets decreased by $1,293,631, or 11.1%, from $11,629,668 at
December 31, 2009 to $10,336,037 at March 31, 2010.  The majority of the
decrease was in cash and due from shareholders, which decreases were
partially offset by an increase in inventories.





During the three months ended March 31,
2010, cash decreased by $1,600,214, or 50.1%, to $1,594,034 as compared to
$3,194,248 as of December 31, 2009. This is mainly attributed to the payment of
dividends to shareholders and income tax for the fourth quarter of
2009.





At March 31, 2010, the accounts
receivable balance increased by $2,237,080, or 946.4.%,  from the
balance at December 31, 2009.  The increase is due to the increase in
revenue in the three months ended March 31, 2010. In addition, we have granted
our customers a longer credit period as a strategy to increase our market
share.





At March 31, 2010, due from
shareholders was 0, as compared to due from shareholder of $4,008,659 as of
December 31, 2009. This is attributed to the repayment from shareholders during
the first quarter of 2010.





The Company’s inventory as of March 31,
2010 was $5,159,849, an increase of $2,180,096, or 73.1%, compared to inventory
at December 31, 2009. Inventory mainly consists of adult tilapia, snakehead,
crucian carp and other varieties of freshwater fish. The main reason of the
increase of inventory is the Company increased its breeding capacity in the
three months ended March 31, 2010.


5


At March 31, 2010 fixed assets was
$377,201, mainly consisting of aerators, feeding machine and other equipment
used in fish farms, representing a decrease of $27,946, or 6.9%, compared to
fixed assets as of December 31, 2009.





At March 31, 2010 biological assets was
$474,349, an increase of $41,541, or 9.6%, compared to biological assets as of
December 31, 2009. The increase in biological assets was due to the Company
purchasing certain breeding fish during the first quarter of 2010. 
Biological assets consist of tilapia, snakehead, crucian carp, yellow catfish
and black bass.





At March 31, 2010 construction in
progress was $18,740, as compared to construction in progress of $0 as of
December 31, 2009. The increase was due to the fish equipment built for fish fry
breeding.





At March 31, 2010 accounts payable were
$4,832,916, as compared to accounts payable of $0 as of December 31, 2009. The
increase in accounts payable was due to purchases by the Company of fish food
used in fish farm and fish fry breeding.





At March 31, 2010 other payables were
$255,035, a decrease of $2,488,925, or 90.7%, 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 March 31, 2010 advance from clients
was $0, 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 March 31, 2010.





At March 31, 2010 current portion of
bank loan was $1,023,976, as compared to current portion of bank loan of
$380,273 as of December 31, 2009.  Since this loan will be due within a
year, the Company reclassified it as a short-term loan from a
long-term loan.





At March 31, 2010 dividend payable was
$1,023,976, as compared to a dividend payable of $3,466,331 as of December 31,
2009 since the dividend was paid in the three months ended March 31, 2010.





At March 31, 2010 income tax payable
was $236,483, a decrease of $758,830, or 76.2%, compared to income tax payable
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 three months
ended March 31, 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 $
1,029,000 based on the conversion rate as of March 31, 2010) and RMB 5,000,000
(approximately $735,000 based on the conversion rate as of March 31, 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 March 31, 2010, there were outstanding loans payable at the amount of
$1,023,936.





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.


6


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 three months ended March 31, 2010, the Company
recorded a loss on change in fair value of derivative liability of
$4,562,248[not correct] 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.





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.




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.


7


Off-Balance
Sheet Arrangements





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





Item
3. Quantitative and Qualitative Disclosures 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 March 31, 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 for 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 March
31, 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.


8




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.


9





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


10