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 November 30, 2010





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





For the transition period from ______to______.





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.)





14th Floor Guo Fang Building


No.68 Wu Yi Road


Kunming City, Yunnan Province


P. R. China (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 o        No o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company 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 January 13, 2011:  60,000,000 shares of common stock.




















Item 1.      Financial Statements




ZHONG SEN INTERNATIONAL TEA COMPANYCONDENSED BALANCE SHEETSASSETSNovember 30, 2010


May 31, 2010(Unaudited)CURRENT ASSETSCash

$
398


$
1,431Accounts receivable


29,451



28,30029,849



29,731Marketing agreement


120,000



120,000TOTAL ASSETS

$
149,849


$
149,731LIABILITIES AND STOCKHOLDERS’ EQUITYCURRENT LIABILITIESAccounts payable

$
11,179


$
5,800TOTAL LIABILITIES


11,179



5,800COMMITMENTS AND CONTINGENCIES


-



-.



.STOCKHOLDERS’ EQUITYCommon stock, $0.001 par value, 100,000,000 shares authorized,  60,000,000 shares issued and outstanding


60,000



60,000Additional paid in capital


632,694



631,694Accumulated deficit


(554,024
)


(547,763
)Total Stockholders’ Equity


138,670



143,931TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$
149,849


$
149,731




See Accompanying Notes to the Condensed Unaudited Financial Statements




- 1 -





ZHONG SEN INTERNATIONAL TEA COMPANYCONDENSED STATEMENTS OF OPERATIONS(Unaudited)For the Three Months Ended November 30,


For the Six Months Ended November 30,2010


2009


2010


2009REVENUES:Marketing revenue

$
35,006


$
35,639


$
70,243


$
72,48635,006



35,639



70,243



72,486OPERATING EXPENSESOfficer's compensation


500



500



1,000



1,000Professional fees


4,652



4,304



12,517



14,555Consulting fees


30,000



30,000



60,000



60,000General and administrative


1,316



2,548



2,987



2,598Total Operating Expenses


36,468



37,352



76,504



78,153NET LOSS BEFORE PROVISION FOR INCOME TAXES


(1,462
)


(1,713
)


(6,261
)


(5,667
)PROVISION FOR INCOME TAXES


-



-



-



-NET LOSS

$
(1,462
)

$
(1,713
)

$
(6,261
)

$
(5,667
)Net loss per share - basic and diluted

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.00
)Weighted average number of shares outstanding during the period - basic and diluted


60,000,000



60,000,000



60,000,000



60,000,000





See Accompanying Notes to the Condensed Unaudited Financial Statements




- 2 -








ZHONG SEN INTERNATIONAL TEA COMPANYCONDENSED STATEMENTS OF CASH FLOWS(Unaudited)For the six months ended November 30,2010


2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(6,261
)

$
(5,667
)Adjustments to reconcile net loss to net cash used in operating activities:Imputed compensation


1,000



1,000Changes in operating assets and liabilities:Decrease / (increase) in accounts receivable


(1,151
)


(11,700
)Decrease / (increase) in prepaid expenses


-



-Increasse in accounts payable


5,379



6,435Net Cash Used In Operating Activities


(1,033
)


(9,932
)CASH FLOWS FROM INVESTING ACTIVITIES:


-



-CASH FLOWS FROM FINANCING ACTIVITIES:


-



-NET DECREASE IN CASH


(1,033
)


(9,932
)CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD


1,431



16,942CASH AND CASH EQUIVALENTS AT END OF PERIOD

$
398


$
7,010Cash paid for interest

$
-


$
-Cash paid for taxes

$
-


$
-





See Accompanying Notes to the Condensed Unaudited Financial Statements




- 3 -





ZHONG SEN INTERNATIONAL TEA COMPANY


NOTES TO THE FINANCIAL STATEMENTS


AS OF NOVEMBER 30, 2010 AND 2009


(UNAUDITED)





NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION





Basis of Presentation





The accompanying unaudited condensed 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-X. 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 and six months ended November 30, 2010 are not necessarily indicative of results that may be expected for the year ending May 31, 2011. 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.





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 FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and 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 November 30, 2010 and May 31, 2010 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 November 30, 2010 and May 31, 2010, the Company deems all accounts receivable collectible.





Concentration of Credit Risk





During the three and six months ended November 30, 2010, and 2009 one related party customer located in China accounted for 100% of the Company's sales and 100% of accounts receivable as of November 30, 2010 and May 31, 2010.





- 4 -
 
 
 Stock Compensation





The Company follows FASB Accounting Standards Codification No. 718 – Compensation – Stock Compensation for share based payments to employees.  The Company follows FASB Accounting Standards Codification No. 505 for share based payments to Non-Employees





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 these instruments.





Earnings Per Share:





Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC No. 260, “Earnings Per Share.”  As of November 30, 2010 and 2009, there were no common share equivalents outstanding.





Income Taxes:





The Company accounts for income taxes under the FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates (37.63%) expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.





Recent Accounting Pronouncements:





In October 2009, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) No. 2009-13, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The ASU significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. The ASU will be effective for the first annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted, provided that the guidance is retroactively applied to the beginning of the year of adoption. The Company does not expect the adoption of ASU No. 2009-13 to have any effect on its financial statements upon its required adoption on June 1, 2011.





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 according to 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, which was the most recent cash offering price at the time, as the finder’s fee. The Company expensed the value of the common stock issued at August 31, 2008.





NOTE 3 – OTHER RELATED PARTY TRANSACTIONS





During the three and six months ended November 30, 2010 and 2009 the Company recorded imputed compensation of $500, $500, $1,000 and $1,000, respectively, for the services contributed by its President and its CFO (See Note 5.)





NOTE 4 – CONSULTING AGREEMENTS





On September 1, 2008 the Company entered into an agreement with EverAsia Financial Consultant Co., Ltd whereby the Company will pay to EverAsia Financial Consultant Co., Ltd $5,000 per month beginning September 1, 2008 and ending December 31, 2009 for consulting services. On December 31, 2009, the contract was extended until December 31, 2011. During the three and six months ended November 30, 2010 and 2009, the Company recorded an expense of $15,000, $15,000, $30,000 and $30,000, respectively.




- 5 -




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. On December 31, 2009, the contract was extended until December 31, 2011. During the three and six months ended November 30, 2010 and 2009, the Company recorded an expense of $15,000, $15,000, $30,000 and $30,000, respectively.





NOTE 5 - SHAREHOLDERS' EQUITY





During the three and six months ended November 30, 2010 and 2009 the Company recorded imputed compensation of $500, $500, $1,000 and $1,000, respectively, for the services contributed by its President and its CFO (See Note 3).





NOTE 6 - GOING CONCERN





The Company's unaudited condensed 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 six months ended November 30, 2010, the Company has a net loss of $6,261, used cash in operations of $1,033, and has an accumulated deficit of $554,024 as of November 30, 2010. 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.














- 6 -





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 was incorporated on January 30, 2008, in the State of Florida. Our principal business objective is to  provide 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. We commenced business activities in August, 2008, when we 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, we exited the development stage.





RESULTS OF OPERATION





Comparison of Results of Operations for the Three Months Ended November 30, 2010 Compared to the Three Months ended November 30, 2009.





Total Revenues





We had revenues of $35,006 for the three months ended November 30, 2010 and $35,639 for the three months ended November 30, 2009.  We receive 20% of YZG’s sales through the related party sales and marketing agreement we signed with YZG in August, 2008.  The decrease of $633 can be attributed to a decrease in sales of tea and tea products by our main customer, YZG, due to a weakened global economy.





Operating Expenses





Operating expenses for three months ended November 30, 2010 were $36,468 as compared to $37,352 for the three months ended November 30, 2009.  During the comparable period ending November 30, 2009, we incurred higher professional fees, and higher general and administrative expenses.
 
 Loss from operations
 
 Loss from operations for the three months ended November 30, 2010 totaled ($1,462) compared to a loss of ($1,713) for the three months ended November 30, 2009.  The decrease in loss is directly attributable to the decrease in operating expenses during the same period in 2010.
 
 Net Loss
 
 Net loss was ($1,462) for the three months ended November 30, 2010, compared to a net loss of ($1,713) for the three months ended November 30, 2009. The decrease in net loss is directly attributable to the decrease in operating expenses during the same period in 2010.


Comparison of Results of Operations for the Six Months Ended November 30, 2010 Compared to the Six Months ended November 30, 2009.





Total Revenues





We had revenues of $70,243 for the six months ended November 30, 2010 and $72,486 for the six months ended November 30, 2009.  We receive 20% of YZG’s sales through the related party Sales and Marketing Agreement we signed with YZG in August, 2008.  The decrease of $2,243 can be attributed to a decrease in sales of tea and tea products by our main customer, YZG, due to a weakened global economy.





Operating Expenses





Operating expenses for six months ended November 30, 2010 were $76,504 as compared to $78,153 for the six months ended November 30, 2009.  During the comparable period ending November 30, 2009, we incurred higher professional fees, and general and administrative expenses were also higher.




- 7 -





Loss from operations





Loss from operations for the six months ended November 30, 2010 totaled ($6,261) compared to a loss of ($5,667) for the six months ended November 30, 2009.   The increase in loss is directly attributable to the decrease in revenue during the same period in 2009.


Net Loss





Net loss was $6,261 for the six months ended November 30, 2010, compared to a net loss of $5,667 for the six months ended November 30, 2009. The increase in loss is directly attributable to the decrease in revenue during the same period in 2009.





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:





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 4,200 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.





Sales and 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 directly affected by our client’s sales 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;





▪      Design price differentiation from direct sales and channels sales providing a cost incentive for the consumer to purchase from the reseller;





▪      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.




- 8 -




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 November 30, 2010, we have 2 part-time employees.





GOING CONCERN CONSIDERATION





As reflected in the accompanying unaudited condensed financial statements, we have an accumulated deficit of ($554,024) as of November 30, 2010 and used cash in operations of $1,033 during the six months ended November 30, 2010. 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 November 30, 2010, we have assets of $149,849 consisting of cash of $398, accounts receivable of $29,451 and intangible assets of $120,000 and total liabilities of $11,179 consisting of accounts payable of $11,179.  Compared to May 31, 2010 we had assets of $149,731 consisting of cash of $1,431, accounts receivable of $28,300 and total liabilities of $5,800 consisting of accounts payable of $5,800.  As of November 30, 2010, we have experienced an increase in the time it takes us to collect on our Accounts Receivable.  Further increases in the time to collect our Accounts Receivable will negatively affect our liquidity, as well as cause us to establish a reserve for bad debts.  We are in contact with our debtors, and are attempting to shorten the time necessary to collect.


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.





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 of 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 our 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





We recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.





- 9 -




RECENT ACCOUNTING PRONOUNCEMENTS





In October 2009, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) No. 2009-13, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The ASU significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. The ASU will be effective for the first annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted, provided that the guidance is retroactively applied to the beginning of the year of adoption. The Company does not expect the adoption of ASU No. 2009-13 to have any effect on its financial statements upon its required adoption on June 1, 2011.





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.








- 10 -





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. Removed and Reserved





Item 5. Other Information.





None





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





(a)      Exhibits





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











- 11 -





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: January 13, 2011
By:
/s/  Li WangLi WangChief Executive OfficerBy:
/s/  Binquan ZhangBinquan ZhangChief Financial Officer














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