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, 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 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 7, 2010:  60,000,000 shares of common
stock.
 
 
 
 
 ZHONG
SEN INTERNATIONAL TEA COMPANY
 
 FORM
10-Q
 
 November
30, 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
              13Item
      4T.
              Controls
      and Procedures
              13PART
      II— OTHER INFORMATIONItem
      1.
              Legal
      Proceedings
              14Item
      1A.
              Risk
      Factors
              14Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              14Item
      3.
              Defaults
      Upon Senior Securities
              14Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              14Item
      5.
              Other
      Information
              14Item
      6.
              Exhibits
      and Reports on Form 8-K
              14SIGNATURES
              15
 
 
 
 
 
 Item
1.      Financial Statements
 
 ZHONG
      SEN INTERNATIONAL TEA COMPANYCONDENSED
      BALANCE SHEETS(UNAUDITED)ASSETSNovember
      30, 2009
                
                
                May
      31, 2009CURRENT
      ASSETSCash
                
                $
                7,010
                
                
                $
                16,942Accounts
      receivable, related party
                
                
                23,671
                
                
                
                11,97130,681
                
                
                
                28,913Marketing
      agreement
                
                
                120,000
                
                
                
                120,000TOTAL ASSETS
                
                $
                150,681
                
                
                $
                148,913LIABILITIES AND STOCKHOLDERS’
      EQUITYCURRENT
      LIABILITIESAccounts
      payable
                
                $
                11,435
                
                
                $
                5,000TOTAL
      LIABILITIES
                
                
                11,435
                
                
                
                5,000COMMITMENTS
      AND CONTINGENCIES.
                
                
                
                .STOCKHOLDERS’
      EQUITYCommon
      stock, $0.001 par value, 100,000,000 shares
      authorized,  60,000,000 and 60,000,000 shares issued and
      outstanding
                
                
                60,000
                
                
                
                60,000Additional
      paid in capital
                
                
                630,694
                
                
                
                629,694Accumulated
      deficit
                
                
                (551,448
                )
                
                
                (545,781
                )Total
      Stockholders’ Equity
                
                
                139,246
                
                
                
                143,913TOTAL LIABILITIES AND STOCKHOLDERS’
      EQUITY
                
                $
                150,681
                
                
                $
                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 November 30,
                
                
                For
      the six months ended November 30,2009
                
                
                2008
                
                
                2009
                
                
                2008REVENUES:Marketing
      revenue, related party
                
                $
                35,639
                
                
                $
                2,011
                
                
                $
                72,486
                
                
                $
                2,01135,639
                
                
                
                2,011
                
                
                
                72,486
                
                
                
                2,011OPERATING
      EXPENSESOfficer's
      compensation
                
                
                500
                
                
                
                -
                
                
                
                1,000
                
                
                
                4,500Professional
      fees
                
                
                4,304
                
                
                
                13,920
                
                
                
                14,555
                
                
                
                39,859Consulting
      fees
                
                
                30,000
                
                
                
                30,000
                
                
                
                60,000
                
                
                
                80,000Impairment
      of marketing agreement
                
                
                -
                
                
                
                363,000
                
                
                
                -
                
                
                
                363,000General
      and administrative
                
                
                2,548
                
                
                
                120
                
                
                
                2,598
                
                
                
                224Total
      Operating Expenses
                
                
                37,352
                
                
                
                407,040
                
                
                
                78,153
                
                
                
                487,583LOSS
      FROM OPERATIONS
                
                
                (1,713
                )
                
                
                (405,029
                )
                
                
                (5,667
                )
                
                
                (485,572
                )OTHER
      EXPENSESInterest
      Expense
                
                
                -
                
                
                
                334
                
                
                
                -
                
                
                
                334NET
      LOSS BEFORE PROVISION FOR INCOME TAXES
                
                
                (1,713
                )
                
                
                (405,363
                )
                
                
                (5,667
                )
                
                
                (485,906
                )PROVISION
      FOR INCOME TAXES
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -NET
      LOSS
                
                $
                (1,713
                )
                
                $
                (405,363
                )
                
                $
                (5,667
                )
                
                $
                (485,906
                )Net
      loss per share - basic and diluted
                
                $
                (0.00
                )
                
                $
                (0.01
                )
                
                $
                (0.00
                )
                
                $
                (0.01
                )Weighted
      average number of shares outstanding during the period - basic and
      diluted
                
                
                60,000,000
                
                
                
                59,900,000
                
                
                
                60,000,000
                
                
                
                32,900,000
  See
Accompanying Notes to the Condensed Unaudited Financial Statements.
 
 
 -2-
 ZHONG SEN INTERNATIONAL TEA
      COMPANYCONDENSED
      STATEMENT OF STOCKHOLDERS EQUITYFOR
      THE PERIOD ENDING NOVEMBER 30, 2009(UNAUDITED)Common
      Stock
                  
                  
                  Additional
      Paid-In
                  
                  
                  Accumulated
      Deficit During
                    DevelopmentShares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  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
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  1,000
                  
                  
                  
                  -
                  
                  
                  
                  1,000Net
      Loss for the six months ended November 30, 2009
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (5,667
                  )
                  
                  
                  (5,667
                  )Balance
      November 30, 2009
                  
                  
                  60,000,000
                  
                  
                  
                  60,000
                  
                  
                  
                  630,694
                  
                  
                  
                  (551,448
                  )
                  
                  
                  139,246
  See
Accompanying Notes to the Condensed Unaudited Financial Statements.
 -3-
 
 ZHONG SEN INTERNATIONAL TEA
      COMPANYCONDENSED
      STATEMENTS OF CASH FLOWS(UNAUDITED)For
      the six months ended November 30,2009
                
                
                2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (5,667
                )
                
                $
                (484,906
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Imputed
      compensation
                
                
                1,000
                
                
                
                4,500Common
      stock issued for services
                
                
                -
                
                
                
                50,000Impairment
      of marketing agreement
                
                
                -
                
                
                
                363,000Changes
      in operating assets and liabilities:Increase
      in accounts receivable, related party
                
                
                (11,700
                )
                
                
                (2,010
                )Decrease
      / (increase) in prepaid expenses
                
                
                -
                
                
                
                20,840Increase
      in accrued interest
                
                
                -
                
                
                
                334Increase
      in accounts payable
                
                
                6,435
                
                
                
                10,035Net
      Cash Used In Operating Activities
                
                
                (9,932
                )
                
                
                (38,207
                )CASH
      FLOWS FROM INVESTING ACTIVITIES:
                
                
                -
                
                
                
                -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from notes payable - related party
                
                
                -
                
                
                
                100,000NET
      INCREASE (DECREASE) IN CASH
                
                
                (9,932
                )
                
                
                61,793CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                
                
                16,942
                
                
                
                6,300CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                
                $
                7,010
                
                
                $
                68,093Cash
      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 NOVEMBER 30, 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
and six months ended November 30, 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 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, 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 November 30, 2009, the Company deems all account receivable
collectible.
 
 Concentration
of Credit Risk
 
 During
the three and six months ended November 30, 2009, one customer accounted for
100% of the Company's sales and 100% of accounts receivable as of November 30,
2009.
 
 
 -5-
 
 
 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, 2009 and 2008, there were no common share
equivalents outstanding.
 
 Recent
Accounting Pronouncements:
 
 In June
2009, the FASB issued Financial Accounting Standards Codification No. 860 –
Transfers and Servicing. FASB ASC No. 860 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. FASB ASC No. 860 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 FASB ASC No. 860 will have on its
financial statements.
 
 In June
2009, the FASB issued Financial Accounting Standards Codification No. 810 –
Consolidation. FASB ASC No. 810 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 FASB ASC No. 810 will have on its financial
statements.
 
 In June
2009, the FASB issued Financial Accounting Standards Codification No.
105-GAAP.   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. FASB ASC No. 105 is effective for interim and annual
periods ending after September 15, 2009. All existing accounting standards are
superseded as described in FASB ASC No. 105. All other accounting literature not
included in the Codification is non authoritative. The Adoption of FASB ASC No.
105 did not have an impact on our 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 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 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 its President and its CFO (See Note
6).
 
 During
the three and six months ended November 30, 2009 the Company recorded imputed
compensation of $500 and $1,000, respectively for the services contributed by
its President and its CFO (See Note 6).
 
 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 4 and 6).
 
 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 and six months ended  November 30,
2009, the Company recorded an expense of $15,000 and $30,000,
respectively.
 
 On
September 1, 2008 the Company entered into an agreement with EverAsia Financial
Group, Inc. whereby 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 and six months ended  November
30, 2009, the Company recorded an expense of $15,000 and $30,000,
respectively.
 
 
 -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 4).
 
 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) (See Note 4).
 
 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 and six months ended August 31, 2009 the Company recorded imputed
compensation of $500 and $1,000, respectively 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 2).
 
 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 six months ended
November 30, 2009, the Company has an accumulated deficit of $551,448 and used
cash in operations of $9,932. 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 January 6, 2010,
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 November 30, 2009 Compared
to the Three Months ended November 30, 2008
 
 Total
Revenues
 
 We had
revenues of $35,639 for the three months ended November 30, 2009 and $2,011 for
the three months ended November 30, 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.
 
 Operating
Expenses
 
 Operating
expenses for three months ended November 30, 2009 were $37,352 as compared to
$407,040 for the three months ended November 30, 2008.  During the
comparable period ending November 30, 2008, the Company incurred higher costs
due to a onetime impairment of a marketing agreement.  In addition,
the Company reduced its operating expenses due to a reduction in professional
fees compared to the comparable period ending November 30, 2008.
 
 Gain
from operations
 
 Losses
from operations for the three months ended November 30, 2009 totaled $1,713
compared to a loss of $405,363 for the three months ended November 30,
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 reduction of operating expenses and
elimination of nonrecurring charges taken during the same period in 2008 due to
the impairment of the marketing agreement.
 
 Net
Loss
 
 Net loss
was $1,713 for the three months ended November 30, 2009, compared to a net loss
of $405,363 for the three months ended November 30, 2008. The reduction 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
reduction of operating expenses and elimination of nonrecurring charges taken
during the same period in 2008 due to the impairment of the marketing
agreement.
 
 Comparison
of Results of Operations for the Six Months Ended November 30, 2009 Compared to
the Six Months ended November 30, 2008
 
 Total
Revenues
 
 We had
revenues of $72,486 for the six months ended November 30, 2009 and $2,011 for
the six months ended November 30, 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.
   -9-
   Operating
Expenses
 
 Operating
expenses for six months ended November 30, 2009 were $78,153 as compared to
$487,583 for the six months ended November 30, 2008.  During the
comparable period ending November 30, 2008, the Company incurred higher costs
due to a onetime impairment of a marketing agreement.  In addition,
the Company reduced its operating expenses due to a reduction in professional
fees compared to the comparable period ending November 30, 2008.
 
 Loss
from operations
 
 Losses
from operations for the six months ended November 30, 2009 totaled $5,667
compared to a loss of $485,572 for the six months ended November 30,
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 reduction of operating expenses and
elimination of nonrecurring charges taken during the same period in 2008 due to
the impairment of the marketing agreement.
 
 Net
Loss
 
 Net loss
was $5,667 for the six months ended November 30, 2009, compared to a net loss of
$485,906 for the six months ended November 30, 2008. The reduction 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
reduction of operating expenses and elimination of nonrecurring charges taken
during the same period in 2008 due to the impairment of the marketing
agreement.
 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.
 
  -10-
  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 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.
 
 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
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.
 
 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, 2009, the Company has 2 part-time employees.
 
 GOING
CONCERN CONSIDERATION
 
 As
reflected in the accompanying financial statements, we have an accumulated
deficit of $551,448 and used cash in operations of $9,932 during the six
months ended November 30, 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.
 
  -11-
  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, 2009, we have assets of $150,681 consisting of cash of
$7,010, accounts receivable of $23,671 and intangible assets of $120,000
and total liabilities of $11,435 consisting of accounts payable of $11,435
..  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.
 
 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 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.
 
 RECENT
ACCOUNTING PRONOUNCEMENTS
 
 In June
2009, the FASB issued Financial Accounting Standards Codification No. 860 –
Transfers and Servicing. FASB ASC No. 860 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. FASB ASC No. 860 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 FASB ASC No. 860 will have on its
financial statements.
 
 In June
2009, the FASB issued Financial Accounting Standards Codification No. 810 –
Consolidation. FASB ASC No. 810 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 FASB ASC No. 810 will have on its financial
statements.
 
 In June
2009, the FASB issued Financial Accounting Standards Codification No.
105-GAAP.   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. FASB ASC No. 105 is effective for interim and annual
periods ending after September 15, 2009. All existing accounting standards are
superseded as described in FASB ASC No. 105. All other accounting literature not
included in the Codification is non authoritative. The Adoption of FASB ASC No.
105 did not have an impact on our financial statements.
 
 -12-
   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.
 
 
 -13-
 
 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.
 
 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
 
 
 
 -14-
 
 
 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 8, 2010
              By:
              /s/ 
      Li
      WangLi
      WangChief
      Executive OfficerBy:
              /s/ 
      Binquan ZhangBinquan
      ZhangChief
      Financial Officer
 
 
 
  -15-