UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM 10-Q





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





For
the quarterly period ended August 31, 2009





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





For the transition period from
______to______.





Zhong
Sen International Tea Company


(Exact
name of registrant as specified in the Charter)





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





2416
Lincoln Street, Hollywood, FL 33020





(Address
of Principal Executive Offices)







(954)
247-4832





(Issuer
Telephone number)








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





Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days.





Yes x        No
o





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


Yes  ̈       
No  ̈





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





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





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


Yes o         No
 x





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of October 14, 2009:  60,000,000 shares of common stock.




















ZHONG
SEN INTERNATIONAL TEA COMPANY





FORM
10-Q





August
31, 2009





TABLE
OF CONTENTS





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











PART
1 - FINANCIAL INFORMATION





Item
1.      Financial Statements







ZHONG
      SEN INTERNATIONAL TEA COMPANYCONDENSED
      BALANCE SHEETSASSETSAugust
      31, 2009
            
            
            May
      31, 2009(Unaudited)CURRENT
      ASSETSCash
            $
            9,958
            
            
            $
            16,942Accounts
      receivable
            
            12,002
            
            
            
            11,97121,960
            
            
            
            28,913.Marketing
      agreement
            
            120,000
            
            
            
            -TOTAL ASSETS
            $
            141,960
            
            
            $
            148,913LIABILITIES AND STOCKHOLDERS’
      EQUITYCURRENT
      LIABILITIESAccounts
      payable
            $
            1,500
            
            
            $
            5,000TOTAL
      LIABILITIES
            
            1,500
            
            
            
            5,000COMMITMENTS
      AND CONTINGENCIES
            
            -
            
            
            
            -.
            
            
            
            .STOCKHOLDERS’
      EQUITYCommon
      stock, $0.001 par value, 100,000,000 shares
      authorized,  60,000,000 and 5,000,000 shares issued and
      outstanding
            
            60,000
            
            
            
            5,000Additional
      paid in capital
            
            630,194
            
            
            
            629,694Accumulated
      deficit
            
            (549,734
            )
            
            
            (545,781
            )Total
      Stockholders’ Equity
            
            140,460
            
            
            
            143,913TOTAL LIABILITIES AND STOCKHOLDERS’
      EQUITY
            $
            141,960
            
            
            $
            148,913




See
Accompanying Notes to the Condensed Unaudited Financial Statements.





1


ZHONG SEN INTERNATIONAL TEA COMPANYCONDENSED
      STATEMENTS OF OPERATIONS(UNAUDITED)For
      the three months ended
              
              
              For
      the three months endedto
      August 31, 2009
              
              
              to
      August 31, 2008REVENUES:Marketing
      revenue
              
              $
              36,848
              
              
              $
              -36,848
              
              
              
              -OPERATING
      EXPENSESOfficer's
      compensation
              
              
              500
              
              
              
              4,500Professional
      fees
              
              
              10,251
              
              
              
              24,938Consulting
      fees
              
              
              30,000
              
              
              
              50,000General
      and administrative
              
              
              50
              
              
              
              104Total
      Operating Expenses
              
              
              40,801
              
              
              
              79,542LOSS
      FROM OPERATIONS
              
              
              (3,953
              )
              
              
              (79,542
              )OTHER
      EXPENSESInterest
      Expense
              
              
              -
              
              
              
              -NET
      LOSS BEFORE PROVISION FOR INCOME TAXES
              
              
              (3,953
              )
              
              
              (79,542
              )PROVISION
      FOR INCOME TAXES
              
              
              -
              
              
              
              -NET
      LOSS
              
              $
              (3,953
              )
              
              $
              (79,542
              )Net
      loss per share - basic and diluted
              
              $
              (0.00
              )
              
              $
              (0.01
              )Weighted
      average number of shares outstanding during the period - basic and
      diluted
              
              
              60,000,000
              
              
              
              6,193,478





See
Accompanying Notes to the Condensed Unaudited Financial Statements.





2





ZHONG SEN INTERNATIONAL TEA COMPANYCONDENSED
      STATEMENT OF STOCKHOLDERS EQUITYFOR
      THE PERIOD FROM JANUARY 30, 2008 TO AUGUST 31, 2009(UNAUDITED)Common
      Stock
              
              
              Additional
              
              
              Accumulated
      Deficit DuringShares
              
              
              Amount
              
              
              Paid-In
                Capital
              
              
              Development
      Stage
              
              
              TotalBALANCE, JANUARY 30,  2008
      (Inception)
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Issuance
      of founders stock
              70,000
              
              
              
              70
              
              
              
              -
              
              
              
              -
              
              
              
              70Sale
      of common stock for cash ($.001 per share)
              1,500,000
              
              
              
              1,500
              
              
              
              -
              
              
              
              -
              
              
              
              1,500Sale
      of common stock for cash ($.01 per share)
              2,580,000
              
              
              
              2,580
              
              
              
              23,220
              
              
              
              -
              
              
              
              25,800Common
      stock issued to Presidnet for services ($.01 per share)
              730,000
              
              
              
              730
              
              
              
              6,570
              
              
              
              -
              
              
              
              7,300Common
      stock issued for professional fees ($.01 per share)
              120,000
              
              
              
              120
              
              
              
              1,080
              
              
              
              -
              
              
              
              1,200Net
      Loss, for the Period January 30, 2008 (Inception) toMay
      31, 2008
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (8,570
              )
              
              
              (8,570
              )Balance
      May 31, 2008
              5,000,000
              
              
              
              5,000
              
              
              
              30,870
              
              
              
              (8,570
              )
              
              
              27,300Common
      stock issued for finder's fee
              5,000,000
              
              
              
              5,000
              
              
              
              45,000
              
              
              
              -
              
              
              
              50,000Common
      stock issued for sales and marketing agreement
              49,900,000
              
              
              
              49,900
              
              
              
              449,100
              
              
              
              -
              
              
              
              499,000Imputed
      compensation
              -
              
              
              
              
              
              
              
              6,500
              
              
              
              -
              
              
              
              6,500Conversion
      of notes payable and accrued interest to related party
              100,000
              
              
              
              100
              
              
              
              100,399
              
              
              
              -
              
              
              
              100,499Stock
      offering costs
              -
              
              
              
              -
              
              
              
              (2,175
              )
              
              
              -
              
              
              
              (2,175
              )Net
      Loss for the year ended May 31, 2009
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (537,211
              )
              
              
              (537,211
              )Balance
      May 31, 2009
              60,000,000
              
              
              $
              60,000
              
              
              $
              629,694
              
              
              $
              (545,781
              )
              
              $
              143,913Imputed
      compensation
              -
              
              
              
              
              
              
              
              500
              
              
              
              -
              
              
              
              500Net
      Loss for the thee months ended August 31, 2009
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (3,953
              )
              
              
              (3,953
              )Balance
      August 31, 2009
              60,000,000
              
              
              
              60,000
              
              
              
              630,194
              
              
              
              (549,734
              )
              
              
              140,460





See
Accompanying Notes to the Condensed Unaudited Financial Statements.





3




ZHONG SEN INTERNATIONAL TEA COMPANYCONDENSED
      STATEMENTS OF CASH FLOWS(UNAUDITED)For
      the three months ended
              
              
              For
      the three months endedAugust
      31, 2009
              
              
              August
      31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (3,953
              )
              
              $
              (79,542
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Imputed
      compensation
              
              
              500
              
              
              
              4,500Common
      stock issued for services
              
              
              -
              
              
              
              50,000Changes
      in operating assets and liabilities:Increase
      in accounts receivable
              
              
              (31
              )
              
              
              -Decrease
      / (increase) in prepaid expenses
              
              
              -
              
              
              
              19,083Increase
      / (decrease) in accounts payable
              
              
              (3,500
              )
              
              
              730Net
      Cash Used In Operating Activities
              
              
              (6,984
              )
              
              
              (5,229
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:
              
              
              -
              
              
              
              -CASH
      FLOWS FROM FINANCING ACTIVITIES:
              
              
              -
              
              
              
              -NET
      DECREASE IN CASH
              
              
              (6,984
              )
              
              
              (5,229
              )CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
              
              
              16,942
              
              
              
              6,300CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              9,958
              
              
              $
              1,071Cash
      paid for interest
              
              $
              -
              
              
              $
              -Cash
      paid for taxes
              
              $
              -
              
              
              $
              -





See
Accompanying Notes to the Condensed Unaudited Financial Statements.





4





ZHONG
SEN INTERNATIONAL TEA COMPANY
 NOTES
TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS
 As
of August 31, 2009 and 2008







NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION





Basis of
Presentation





The
accompanying reviewed financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-Q and item 310 under subpart A of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
occurring accruals) considered necessary in order to make the financial
statements not misleading, have been included. Operating results for the three
months ended August 31, 2009 are not necessarily indicative of results that may
be expected for the year ending May 31, 2010. The financial statements are
presented on the accrual basis.





Organization





Zhong Sen
International Tea Company (“The Company”) was incorporated on January 30, 2008,
in the State of Florida. The Company has the principal business objective of
providing sales and marketing consulting services to small to medium sized
Chinese tea producing companies who wish to export and distribute high quality
Chinese tea products worldwide. The company commenced business activities in
August, 2008, when it entered into a related party Sales and Marketing Agreement
with Yunnan Zhongsen Group, Ltd (YZG) , a company located in Kunming, China, to
provide sales and marketing consulting services for YZG’s tea and tea related
business lines.  During the year ended May 31, 2009, the Company
exited the development stage.





Use of
Estimates:





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





Revenue
Recognition





The
Company recognizes revenue on arrangements in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements’ and No. 104, “Revenue Recognition”. In all cases, revenue
is recognized only when the price is fixed or determinable, persuasive evidence
of an arrangement exists, the service is performed and collectability of the
resulting receivable is reasonably assured.





Cash and
Cash Equivalents, and Credit Risk:





For
purposes of reporting cash flows, the Company considers all cash accounts with
maturities of 90 days or less and which are not subject to withdrawal
restrictions or penalties, as cash and cash equivalents in the accompanying
balance sheet.





The
Company maintains a portion of its deposits in a financial institution that
insures its deposits with the FDIC insurance up to $250,000 per depositor and
deposits in excess of such insured amounts represent a credit risk to the
Company. At August 31, 2009 and May 31, 2009 the Company had $0 in cash that was
uninsured.





Accounts
Receivable





The
Company is required to estimate the collectability of its accounts receivable.
The Company's reserve for doubtful accounts is estimated by management based on
a review of historic losses and the age of existing receivables from specific
customers. As of August 31, 2009, the Company deems all account receivable
collectible.





Concentration
of Credit Risk





During
the quarter ended August 31, 2009, one customer accounted for 100% of the
Company's sales and 100% of accounts receivable as of August 31,
2009.




5




Stock
Compensation





The
Company adopted SFAS No. 123R,Share-Based Payment(“SFAS
123R”), which requires all stock-based payments to employees, including grants
of employee stock options, to be recognized in the financial statements based on
their fair values. The Company accounts for stock-based compensation
arrangements with nonemployees in accordance with the Emerging Issues Task Force
Abstract No. 96-18,Accounting
for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or
in Conjunction with Selling Goods or Services.    The
Company records the expense of such services to employees and non employees
based on the estimated fair value of the equity instrument using the
Black-Scholes pricing model.




Segments





The
Company operates in one segment and therefore segment information is not
presented.





Fair
Value of Financial Instruments





The
carrying amounts of the Company’s financial instruments including accounts
receivable and accounts payable approximate fair value due to the relatively
short period to maturity for this instrument.





Earnings
Per Share:





Basic
earnings per share ("EPS") is computed by dividing earnings available to common
shareholders by the weighted-average number of common shares outstanding for the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings. As of August 31, 2009 and 2008 there were no common share
equivalents outstanding.





Recent
Accounting Pronouncements:





In May
2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. SFAS 165 sets forth (1) The period after the balance
sheet date during which management of a reporting entity should evaluate events
or transactions that may occur for potential recognition or disclosure in the
financial statements, (2) The circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and (3) The disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. SFAS 165 is
effective for interim or annual financial periods ending after June 15, 2009.
The Company is evaluating the impact the adoption of SFAS 165 will have on its
financial statements.





In June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets. SFAS 166 is effective as
of the beginning of each reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period and for interim and annual reporting periods thereafter. The
Company is evaluating the impact the adoption of SFAS 166 will have on its
financial statements.





In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with
variable interest entities and to address (1) the effects on certain provisions
of FASB Interpretation No. 46 (revised December 2003), “Consolidation of
Variable Interest Entities”, as a result of the elimination of the qualifying
special-purpose entity concept in SFAS 166 and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provide timely and useful information about an enterprise’s involvement
in a variable interest entity. SFAS 167 is effective as of the beginning of each
reporting entity’s first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period, and for
interim and annual reporting periods thereafter. The Company is evaluating the
impact the adoption of SFAS 167 will have on its financial
statements.





In June
2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles—a replacement of
FASB Statement No. 162”. The FASB Accounting Standards Codification
(“Codification”) will be the single source of authoritative nongovernmental U.S.
generally accepted accounting principles. Rules and interpretive releases
of the SEC under authority of federal securities laws are also sources of
authoritative GAAP for SEC registrants. SFAS 168 is effective for interim and
annual periods ending after September 15, 2009. All existing accounting
standards are superseded as described in SFAS 168. All other accounting
literature not included in the Codification is nonauthoritative. The Company is
evaluating the impact the adoption of SFAS 168 will have on it’s financial
statements.




6





NOTE
2 - SALES AND MARKETING AGREEMENT WITH RELATED PARTY





On August
29, 2008 the Company entered into a related party sales and marketing agreement
with the Yunnan Zhongsen Group, Ltd., or YZG, a Chinese company located in
Kunming, Yunnan Province, People’s Republic of China, which caused them to
become YZG’s exclusive sales and marketing agent worldwide. The Company receives
a commission of 20% of global sales, payable each month based on the Company and
YZG’s sales figures. On August 29, 2008, the effective date of the transaction,
the Company issued 49,900,000 shares of common stock valued at $499,000 or $.01
per share the most recent cash offering price in exchange for the sales and
marketing agreement. The Company has capitalized the value of the Sales and
Marketing agreement. As of May 31, 2009 the Company has recorded an impairment
on the agreement in the amount of $379,000. The Company issued 5,000,000 shares
of common stock valued at $50,000 or $.01 per share the most recent cash
offering price as the finder’s fee. The Company expensed the value of the common
stock issued at August 31, 2008.





NOTE
3 – NOTES PAYABLE RELATED PARTY





On
October 1, 2008, the Company borrowed $100,000 from an officer and
director.  Interest accrues at 2% per year, and expires on December
31, 2008. On December 31, 2008 the officer and director converted the note and
accrued interest of $499 into 100,000 shares of common stock at a price of
$1.00499 per share. (See notes 4 and 6)





NOTE
4 - RELATED PARTY TRANSACTIONS





On
January 30, 2008 the Company sold its former President and former sole Director
70,000 shares of common stock for $70. ($.001 per share)





During
the period January 30, 2008 (Inception) to May 31, 2008, the Company issued its
former President and former sole Director 730,000 shares of common stock for
services valued at $7,300. ($.01 per share).





On April
6, 2008 the Company sold 100,000 shares of common stock to its Former
President and Former Sole Director’s wife for $1,000 ($.01)





On August
29, 2008 the Company entered into a related party sales and marketing agreement
with the Yunnan Zhongsen Group, Ltd., or YZG, a Chinese company located in
Kunming, Yunnan Province, People’s Republic of China, which caused them to
become YZG’s exclusive sales and marketing agent worldwide. The Company receives
a commission of 20% of global sales, payable each month based on the Company and
YZG’s sales figures. On August 29, 2008, the effective date of the transaction,
the Company issued 49,900,000 shares of common stock valued at $499,000 or $.01
per share the most recent cash offering price in exchange for the sales and
marketing agreement. The Company has capitalized the value of the Sales and
Marketing agreement. As of August 31, 2009 and May 31, 2009 the Company has
recorded an impairment on the agreement in the amount of $379,000. The Company
issued 5,000,000 shares of common stock valued at $50,000 or $.01 per share the
most recent cash offering price as the finders fee. The Company expensed the
value of the common stock issued at August 31, 2008.





During
the year ended May 31, 2009 the Company recorded imputed compensation of $6,500
for the services contributed by issued its President and its CFO (See Note
6).





During
the three months ended August 31, 2009 the Company recorded imputed compensation
of $500 for the services contributed by issued its President and its CFO (See
Note 6).





On
October 1, 2008, the Company borrowed $100,000 from an officer and
director.  Interest accrues at 2% per year, and expires on December
31, 2008. On December 31, 2008 the officer and director converted the note and
accrued interest of $499 into 100,000 shares of common stock at a price of
$1.00499 per share (See Notes 4 and 7).





NOTE
5 – CONSULTING AGREEMENTS





On
September 1, 2008 the Company entered into an agreement with EverAsia Consultant
Co., Ltd whereby the Company will pay to EverAsia Consultant Co., Ltd $5,000 per
month beginning September 1, 2008 and ending December 31, 2009 for consulting
services. During the three months ended  August  31,
2009, the Company recorded an expense of $15,000.





On
September 1, 2008 the Company entered into an agreement with EverAsia Financial
Group, Inc. whereby the Company will pay to EverAsia Financial Group, Inc.
$5,000 per month beginning September 1, 2008 and ending December 31, 2009 for
management services. During the three months ended August 31, 2009, the Company
recorded an expense of $15,000.




7





NOTE 6
- SHAREHOLDERS' EQUITY





On
January 30, 2008 the Company sold its President and sole Director 70,000 shares
of common stock for $70. ($.001 per share)(See Note 5).





During
the period January 30, 2008 (Inception) to May 31, 2008, the Company issued its
President and sole Director 730,000 shares of common stock for services valued
at $7,300. ($.01 per share).





In
February 2008 the Company sold a total of 1,500,000 shares for net proceeds of
$1,500 ($.001 per share). The Company believes this offering is exempt from
registration with the US Securities and Exchange Commission.





During
the period January 30, 2008 (Inception) to May 31, 2008, the Company undertook a
private placement issuance, Regulation D Rule 506 offering of 2,580,000 shares
of common stock for net proceeds of $25,800 ($.01 per share). The Company
believes this offering is exempt from registration with the US Securities and
Exchange Commission.





During
the period January 30, 2008 (Inception) to May 31, 2008, the Company issued
120,000 shares of common stock for legal and consulting services.  The
shares were valued at $1,200 or $.01 per share based on a recent cash
offering price.





During
the year ended May 31, 2009 the Company recorded imputed compensation of $6,500
for the services contributed by issued its President and its CFO (See Note
4).





During
the three months ended August 31, 2009 the Company recorded imputed compensation
of $500 for the services contributed by issued its President and its CFO (See
Note 4).





On August
29, 2008 the Company entered into a related party sales and marketing agreement
with the Yunnan Zhongsen Group, Ltd., or YZG, a Chinese company located in
Kunming, Yunnan Province, People’s Republic of China, which caused them to
become YZG’s exclusive sales and marketing agent worldwide. The Company receives
a commission of 20% of global sales, payable each month based on the Company’s
and YZG’s sales figures. On August 29, 2008, the effective date of the
transaction, the Company issued 49,900,000 shares of common stock valued at
$499,000 or $.01 per share the most recent cash offering price in exchange for
the sales and marketing agreement. The Company has capitalized the value of the
Sales and Marketing agreement. As of May 31, 2009 the Company has recorded an
impairment on the agreement in the amount of $379,000. The Company issued
5,000,000 shares of common stock valued at $50,000 or $.01 per share the most
recent cash offering price as the finder’s fee. The Company expensed the value
of the common stock issued at August 31, 2008 (see note 3).





On
October 1, 2008, the Company borrowed $100,000 from an officer and
director.  Interest accrued at 2% per year, and expired on December
31, 2008. On December 31, 2008 the officer and director converted the note and
accrued interest of $499 into 100,000 shares of common stock at a price of
$1.00499 per share (See Notes 3 and 4).





During
2009, the Company paid $2,175 for Blue Sky fees for shares previously
issued.





NOTE 7
- GOING CONCERN





The
Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. For the three months ended
August 31, 2009, the Company has an accumulated deficit of $549,734 and used
cash in operations of $6,984. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management continues to
actively seek additional sources of capital to fund current and future
operations. There is no assurance that the Company will be successful in
continuing to raise additional capital and establish its business model. These
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.




NOTE
8 – SUBSEQUENT EVENTS
 
 In
preparing these financial statements, the Company has evaluated events and
transactions for potential recognition or disclosure through October 13, 2009,
the date the financial statements were issued.







8




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





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





BUSINESS
OVERVIEW





Zhong Sen
International Tea Company (“The Company”) was incorporated on January 30, 2008,
in the State of Florida. The Company has the principal business objective of
providing sales and marketing consulting services to small to medium sized
Chinese tea producing companies who wish to export and distribute high quality
Chinese tea products worldwide. The company commenced business activities in
August, 2008, when it entered into a related party Sales and Marketing Agreement
with Yunnan Zhongsen Group, Ltd (YZG) , a related party company located in
Kunming, China, to provide sales and marketing consulting services for YZG’s tea
and tea related business lines.  During the year ended May 31, 2009,
the Company exited the development stage.





RESULTS
OF OPERATION





Comparison
of Results of Operations for the Three Months Ended August 31, 2009 Compared to
the Three Months ended August 31, 2008





Total
Revenues





We had
revenues of $36,848 for the three months ended August 31, 2009 and $0 for the
three months ended August 31, 2008.  The Company receives 20% of YZG’s
sales through the related party Sales and Marketing Agreement we signed with YZG
in August, 2008.  The increase is primarily due to increasing sales of
tea and tea products by our main customer, YZG, as a result of the sales and
marketing consulting services we provide to YZG under that Agreement, which was
not in effect during the comparable period ending August 31, 2008.


Operating
Expenses





Operating
expenses for three months ended August 31, 2009 were $40,801 as compared to
$79,542 for the three months ended August 31, 2008. The decrease was primarily
due to a decrease in professional fees and consulting fees.  During
the comparable period ending August 31, 2008, the Company incurred higher costs
due to startup expenses, as well as the professional fees and consulting fees
that resulted from our public offering.





Loss
from operations





Loss from
operations for the three months ended August 31, 2009 totaled $3,953
compared to a loss of $79,542 for the three months ended August 31,
2008.  The decrease in losses is directly attributable to the increase
in revenues earned from the related party Sales and Marketing Agreement signed
with YZG, as well as the nonrecurring charges taken during the same period in
2008 due to the costs of our public
offering.


Net
Loss





Net loss
was $3,953 for the three months ended August 31, 2009, compared to $79,542 for
the three months ended August 31, 2008.  The decrease in net loss is
mainly due to increases in revenues and a decrease in operating
expenses.





PLAN
OF OPERATIONS





Our plan
of operations for the next twelve months is focused on the following primary
objectives.





1.
            Find
      additional customers to purchase tea products from our contracted
      supplier, Yunnan Zhongsen Group, Ltd. and;2.
            Raising
      capital through private debt or equity offerings.





Subject
to the requisite financing, we believe that we can complete the following
objectives within the time period specified:





New Supply
Agreements





In August
2008, we entered into a related party agreement with Yunnan Zhongsen Group,
Ltd., or YZG, a Chinese company located in Kunming, Yunnan Province, People’s
Republic of China, which caused us to become YZG’s exclusive sales and marketing
agent worldwide.  We receive a commission of 20% of global sales,
payable each month based on our and YZG’s sales figures.  On August
29, 2008, the effective date of the transaction, we issued 49,900,000 shares to
approximately 4200 shareholders in exchange for the sales and marketing
agreement.  Additionally, our former sole director and officer named a
new board of directors, and hired new executive officers, and resigned his
positions at the company.





9




Sales
Marketing





All sales
are generated by external sales and marketing representatives, including those
at our related party main supplier, YZG. The product is positioned as a
high-end luxury product.  The 3,000 year history of this limited
production, highly prized product will be essential in positioning the product
and in differentiating this product from the current American and European
viewpoint of commercially produced tea, as well as setting it apart from much of
the tea products offered throughout Asia.   The history, culture
and ritual surrounding the production of the tea leaf and the ritual of the
service and presentation of this luxury item will be exploited and are critical
to the positioning of the product.





Our
company suggests both direct sales and indirect sales through channel marketing
to our client as the methods of getting the product to the worldwide
consumer.   Direct sales can occur in person, via the phone, the
Internet or by mail. Indirect, or channel sales typically refers to sales
through a reseller. A reseller can order from us directly, or from a wholesale
distributor.  In any case, our compensation is on our client’s
volume.





We
suggest to our client, YZG that they can minimize channel conflicts by employing
one or more of the following strategies:





·       Segmentation
of the product line;





·       Establishment
of limited or exclusive territories;









·       Establishment
of rotating promotions for resellers; and/or





·       Design
a tiered system that would establish reseller levels rewarding higher volume
resellers with improved margins.





Based on
our recommendations, they will establish and manage their channel marketing
program worldwide by establishing a competitive reseller program, recruiting
resellers, preparing proper reseller collateral, creating reseller kits,
managing the reseller database using Partner Relationship Management (PRM)
software, ensuring proper merchandising, ensuring adequate stocking levels,
providing reseller education and managing seeding programs.  The
channel program allows this company to produce a large volume of sales utilizing
its existing human resources as, we will have the ability to manage resellers
and thereby multiply our resources.  Direct sales can be managed
mostly by technology through applications available through the Internet, such
as, on-line stores with credit card processing portals to accumulate sales
orders from direct sales.  The proper implementation of these programs
effectively eliminates the need for the hiring of additional staff for a
significant period of time by the use of technology and the multiplication of
resources by contracting with distributors or other resellers.





Revenue
Model





Our
revenue model contemplates a single form of revenue, but from multiple
sources.  We anticipate earning our revenue based on the success of
our sales and marketing efforts provided to the tea producer.  We will
earn a percentage of sales directly related to our
efforts.  Since we will be processing the sales for our client, we
will have a direct and firsthand knowledge of the effectiveness of our
efforts.





Employees





As of
August 31, 2009, the Company has 2 part-time employees.





GOING
CONCERN CONSIDERATION





As
reflected in the accompanying financial statements, we have an accumulated
deficit of $549,734 and used cash in operations of $6,984 during the nine
months ended August 31, 2009. This raises substantial doubt about our ability to
continue as a going concern. Our ability to continue as a going concern is
dependent on our ability to raise additional capital and implement our business
plan. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.





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





LIQUIDITY
AND CAPITAL RESOURCES





As
of August 31, 2009, we have assets of $141,960 consisting of cash of
$9,958, accounts receivable of $12,002 and intangible assets of $120,000
and total liabilities of $1,500 consisting of accounts payable of $1,500
compared to May 31, 2009 we had assets of $28,913 consisting of cash of $16,942,
accounts receivable of $11,971 and total liabilities of $5,000 consisting
of accounts payable of $5,000





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





10




CRITICAL
ACCOUNTING PRONOUNCEMENTS





Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenues and expense amounts reported. These estimates
can also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere
to GAAP and are consistently and conservatively applied. We base our estimates
on historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially
from these estimates under different assumptions or conditions. We continue
to monitor significant estimates made during the preparation of our financial
statements.





Our
significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ from
those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our results of operations,
financial position or liquidity for the periods presented in this
report.





Revenue
Recognition





The
Company recognizes revenue on arrangements in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements’ and No. 104, “Revenue Recognition”. In all cases, revenue
is recognized only when the price is fixed or determinable, persuasive evidence
of an arrangement exists, the service is performed and collectability of the
resulting receivable is reasonably assured.





RECENT
ACCOUNTING PRONOUNCEMENTS





In May
2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. SFAS 165 sets forth (1) The period after the balance
sheet date during which management of a reporting entity should evaluate events
or transactions that may occur for potential recognition or disclosure in the
financial statements, (2) The circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and (3) The disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. SFAS 165 is
effective for interim or annual financial periods ending after June 15, 2009.
The Company is evaluating the impact the adoption of SFAS 165 will have on its
financial statements.





In June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets. SFAS 166 is effective as
of the beginning of each reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period and for interim and annual reporting periods thereafter. The
Company is evaluating the impact the adoption of SFAS 166 will have on its
financial statements.





In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with
variable interest entities and to address (1) the effects on certain provisions
of FASB Interpretation No. 46 (revised December 2003), “Consolidation of
Variable Interest Entities”, as a result of the elimination of the qualifying
special-purpose entity concept in SFAS 166 and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provide timely and useful information about an enterprise’s involvement
in a variable interest entity. SFAS 167 is effective as of the beginning of each
reporting entity’s first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period, and for
interim and annual reporting periods thereafter. The Company is evaluating the
impact the adoption of SFAS 167 will have on its financial
statements.





In June
2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles—a replacement of
FASB Statement No. 162”. The FASB Accounting Standards Codification
(“Codification”) will be the single source of authoritative nongovernmental U.S.
generally accepted accounting principles. Rules and interpretive releases of the
SEC under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods
ending after September 15, 2009. All existing accounting standards are
superseded as described in SFAS 168. All other accounting literature not
included in the Codification is nonauthoritative. The Company is evaluating the
impact the adoption of SFAS 168 will have on its financial
statements.




11




OFF-BALANCE
SHEET ARRANGEMENTS





We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).





Item
3.    Quantitative and Qualitative Disclosures about Market
Risks





Not
applicable because we are a smaller reporting company.





Item
4T.  Controls and Procedures





Evaluation of Disclosure
Controls and Procedures





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





Changes in Internal
Controls





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





12





PART
II - OTHER INFORMATION





Item
1. Legal Proceedings.





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





Item
1A. Risk Factors





Not
applicable because we are a smaller reporting company.





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





None





Item
3. Defaults Upon Senior Securities.





None.





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





None.





Item
5. Other Information.





On August 20, 2009, Li Jianshang
resigned as Secretary.  The resignation was for unspecified reasons
but was not the result of any disagreement with the Company on any matter
relating to the Company’s operations, policies or practices.
 
 On August
20, 2009, the Company changed the position of Wang Li from President and
Chairman of the Board of Directors to President, Secretary and Chairman of the
Board of Directors of the Company.





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





(a)        Exhibits





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











13





SIGNATURES





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





ZHONG
      SEN INTERNATIONAL TEA COMPANYDate:
      October 14, 2009
            By:
            /s/ 
      Nie PinNie
      PinChief
      Executive OfficerBy:
            /s/ 
      Binquan ZhangBinquan
      ZhangChief
      Financial Officer