UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q




(Mark
One)




[X]




For the quarterly
period ended: March 31,
2009


[  ]




For the
transition period from ____________ to _____________




Commission File
Number: 333-83375




HONG
KONG WINALITE GROUP, INC.


(Exact Name of
Registrant as Specified in Its Charter)




Nevada
            
            87-0575571(State or
      other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)




1204-06,
12/F


WAI
FUNG PLAZA, 664 NATHAN ROAD,


MONGKOK,
KOWLOON, HONG KONG


(Address of
principal executive offices, Zip Code)


(852)
2388-3928


(Registrant’s
telephone number, including area code)




606, 6/F, Ginza Plaza, 2A Sai Yeung
Choi Street South, Mongkok, Kowloon, Hong Kong


________________________________________________________________________________


(Former name,
former address and former fiscal year, if changed since last
report)




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




Yes  x    
No    ̈




Indicate by check
mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive 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.  See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer  ̈
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈
            Smaller
      reporting company x(Do not
      check if a smaller reporting company)




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




The number of
shares outstanding of each of the issuer’s classes of common stock, as of May
15, 2009 is as follows:


Class of
      Securities
            Shares
      OutstandingCommon Stock, $0.001 par
value
            49,740,933











TABLE OF
CONTENTS




CAUTIONARY
      NOTE REGARDING FORWARD LOOKING STATEMENTS
                iiPART
      I. FINANCIAL INFORMATION
                1ITEM
      1.FINANCIAL
      STATEMENTS.
                1Condensed
      Consolidated Statements of Income and Other Comprehensive
      Income
                3Condensed
      Consolidated Balance Sheets
                4Condensed
      Consolidated Statements of Cash Flows
                5Notes
      to Condensed Consolidated Financial Statements
                6ITEM
      2.MANAGEMENT’S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
                14ITEM
      4.CONTROLS AND
      PROCEDURES.
                19PART
      II. OTHER INFORMATION
                20ITEM
      6.EXHIBITS.
                20SIGNATURES
                21












i




Cautionary
Note Regarding Forward Looking Statements




This Quarterly
Report on Form 10-Q, including Part I, Item 2 – “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” contains
forward-looking statements that are based on the beliefs of our management, and
involve risks and uncertainties, as well as assumptions, that, if they ever
materialize or prove incorrect, could cause actual results to differ materially
from those expressed or implied by such forward-looking statements. The words
“believe,” “expect,” “anticipate,” “project,” “targets,” “optimistic,” “intend,”
“aim,” “will” or similar expressions are intended to identify forward-looking
statements. All statements, other than statements of historical fact, are
statements that could be deemed forward-looking statements, including statements
regarding our expected working capital levels and needs; any projections of
sales, earnings, revenue, margins or other financial items; any statements of
the plans, strategies and objectives of management for future operations; any
statements regarding future economic conditions or performance; any statements
of belief or intention; and any statements of assumptions underlying any of the
foregoing. Forward looking statements may involve risks and uncertainties, known
or unknown to us, that could cause results to differ materially from
management’s expectations as projected in such forward-looking
statements.  These risks and uncertainties are discussed in “Item 1A.
Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 and subsequent SEC filings.  All forward-looking
statements included in this report are based on information available to us on
the date of this report. We assume no obligation and do not intend to update
these forward-looking statements, except as required by law.















ii










PART
I.
  FINANCIAL
INFORMATION
  ITEM
1.  FINANCIAL STATEMENTS.
       Hong
Kong Winalite Group, Inc.
   Condensed
Consolidated Financial Statements
 For
the three months ended
 March
31, 2009 and 2008
  (Stated
in US Dollars)
     
      
 1
 Hong Kong Winalite
Group, Inc.
 Condensed Consolidated
Financial Statements
  Three months ended
March 31, 2009 and 2008
  Index to Condensed
Consolidated Financial Statements
          PagesCondensed
      Consolidated Statements of Income and Other Comprehensive
      Income
                  3Condensed
      Consolidated Balance Sheets
                  4Condensed
      Consolidated Statements of Cash Flows
                  5Notes to
      Condensed Consolidated Financial Statements
                  6-13
           
 2
  Hong
Kong Winalite Group, Inc.


Condensed
Consolidated
Statements of Income and Other Comprehensive Income


Three
months ended March 31, 2009 and 2008


(Unaudited)


(Stated
in US Dollars)














Three
      months endedMarch
      31,2009
                  
                  
                  2008Revenues
                  
                  $
                  2,601,184
                  
                  
                  $
                  -Cost
      of sales
                  
                  
                  (1,308,161
                  )
                  
                  
                  -Gross
      profit
                  
                  
                  1,293,023
                  
                  
                  
                  -Administrative
      expenses
                  
                  
                  (131,920
                  )
                  
                  
                  (56,243
                  )Income/(loss)
      before income taxes
                  
                  
                  1,161,103
                  
                  
                  
                  (56,243
                  )Income
      taxes - Note 5
                  
                  
                  (170,518
                  )
                  
                  
                  -Net
      income/(loss)
                  
                  $
                  990,585
                  
                  
                  $
                  (56,243
                  )Other
      comprehensive expenseForeign
      currency translation adjustments
                  
                  
                  (409
                  )
                  
                  
                  (1,790
                  )Total
      comprehensive income/(loss)
                  
                  $
                  990,176
                  
                  
                  $
                  (58,033
                  )Earnings/(loss)
      per share - basic and diluted
                  
                  $
                  0.02
                  
                  
                  $
                  (0.001
                  )Weighted
      average shares outstanding-
      basic and diluted
                  
                  
                  49,740,933
                  
                  
                  
                  49,740,933





See
accompanying Notes to Condensed Consolidated Financial Statements















3




Hong
Kong Winalite Group, Inc.


Condensed
Consolidated Balance Sheets


As
of March 31, 2009 and December 31, 2008


(Stated
in US Dollars)





March
      31,
                        
                        
                        December
      31,2009
                        
                        
                        2008(Unaudited)
                        
                        
                        (Audited)ASSETSCurrent
      assetsTrade receivables (net of
      allowance for doubtful account of
                          $Nil in 2009 and
      2008)
                        
                        $
                        3,266,005
                        
                        
                        $
                        2,622,583Other receivables
                        
                        
                        49,864
                        
                        
                        
                        88,607Cash and cash
      equivalents
                        
                        
                        363,035
                        
                        
                        
                        307,558Total
      current assets
                        
                        
                        3,678,904
                        
                        
                        
                        3,018,748Property,
      plant and equipment, net - Note 6
                        
                        
                        177,147
                        
                        
                        
                        130,591TOTAL
      ASSETS
                        
                        $
                        3,856,051
                        
                        
                        $
                        3,149,339LIABILITIES
      AND STOCKHOLDERS’ EQUITYLIABILITIESCurrent
      liabilitiesTrade
      payables
                        
                        $
                        217,990
                        
                        
                        $
                        1,127,986Sales
      deposits received
                        
                        
                        1,024,723
                        
                        
                        
                        -Other
      payables
                        
                        
                        227,273
                        
                        
                        
                        207,812Accrued
      expenses
                        
                        
                        82,076
                        
                        
                        
                        21,286Amount due
      to a director - Note 8
                        
                        
                        105,830
                        
                        
                        
                        755,466Tax
      payable
                        
                        
                        314,530
                        
                        
                        
                        143,336Total
      current liabilities
                        
                        
                        1,972,422
                        
                        
                        
                        2,255,886Deferred
      taxes
                        
                        
                        15,514
                        
                        
                        
                        15,514TOTAL
      LIABILITIES
                        
                        
                        1,987,936
                        
                        
                        
                        2,271,400COMMITMENT
      AND CONTINGENCIES - Note 9STOCKHOLDERS’
      EQUITYPreferred
      stock: par value $0.001 per share;authorized
      1,000,000 shares; none issued and outstandingCommon
      stock: par value $0.001 per share - Note 10authorized
      500,000,000 shares; issued and
                          outstanding 49,740,933
      shares
                        
                        
                        49,741
                        
                        
                        
                        49,741Additional
      paid in capital – Note 10
                        
                        
                        19,079
                        
                        
                        
                        19,079Accumulated
      other comprehensive income
                        
                        
                        4,845
                        
                        
                        
                        5,254Retained
      earnings
                        
                        
                        1,794,450
                        
                        
                        
                        803,865TOTAL
      STOCKHOLDERS’ EQUITY
                        
                        
                        1,868,115
                        
                        
                        
                        877,939TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                        
                        $
                        3,856,051
                        
                        
                        $
                        3,149,339





See
accompanying Notes to Condensed Consolidated Financial Statements















4




Hong
Kong Winalite Group, Inc.


Condensed
Consolidated Statements of Cash Flows


Three
months ended March 31, 2009 and 2008


(Unaudited)


(Stated
in US Dollars)





Three
      months ended
                        March
      31,2009
                      
                      
                      2008Cash
      flows from operating activitiesNet
      income/(loss)
                      
                      $
                      990,585
                      
                      
                      $
                      (56,243
                      )Adjustment
      to reconcile net income/(loss) to net cashprovided
      by/(used in) operating activities:Depreciation
                      
                      
                      6,204
                      
                      
                      
                      -Changes in
      operating assets and liabilities:Trade
      receivables
                      
                      
                      (643,272
                      )
                      
                      
                      -Other
      receivables
                      
                      
                      38,733
                      
                      
                      
                      (2,162
                      )Trade
      payables
                      
                      
                      (909,765
                      )
                      
                      
                      -Sales
      deposits received
                      
                      
                      1,024,485
                      
                      
                      
                      -Other
      payables
                      
                      
                      19,457
                      
                      
                      
                      (453,346
                      )Accrued
      expenses
                      
                      
                      60,777Tax
      payable
                      
                      
                      170,518
                      
                      
                      
                      -Net cash
      flows provided by/(used in) operating activities
                      
                      
                      757,722
                      
                      
                      
                      (511,751
                      )Cash flows
      from investing activitiesPayments to
      acquire property, plant and equipment
                      
                      
                      (52,758
                      )
                      
                      
                      -Net cash
      flows used in investing activities
                      
                      
                      (52,758
                      )
                      
                      
                      -Cash flows
      from financing activities(Repayment
      to)/advance from a director
                      
                      
                      (649,485
                      )
                      
                      
                      545,917Net cash
      flows (used in)/provided by financing activities
                      
                      
                      (649,485
                      )
                      
                      
                      545,917Effect of
      exchange rate changes on cash
                      
                      
                      (2
                      )
                      
                      
                      233Net
      increase in cash and cash equivalents
                      
                      
                      55,477
                      
                      
                      
                      34,399Cash and
      cash equivalents - beginning of period
                      
                      
                      307,558
                      
                      
                      
                      61,500Cash and
      cash equivalents - end of period
                      
                      $
                      363,035
                      
                      
                      $
                      95,899Cash paid
      for:Interest
                      
                      $
                      -
                      
                      
                      $
                      -Income
      taxes
                      
                      $
                      -
                      
                      
                      $
                      -





See
accompanying Notes to Condensed Consolidated Financial Statements















5




Hong
Kong Winalite Group, Inc.


Notes
to Condensed Consolidated Financial Statements


(Stated in US
Dollars)







1.         Corporate
information




Hong Kong
Winalite Group, Inc. (the “Company”) was incorporated in the State of Nevada on
January 22, 1998.  The Company’s shares are quoted for trading on the
Over-The-Counter Bulletin Board in the United States of America.




On October 30,
2007, the subsidiary of the Company, The Hong Kong Winalite Group Limited
(“Winalite”), a limited company incorporated in Hong Kong, entered into a
financial advisory agreement (“FAA”), with HFG International Limited (“HFG”), a
Hong Kong corporation.  Under the FAA, HFG agreed to provide Winalite
with financial advisory and consulting services in implementing a restructuring
plan, facilitating Winalite’s going public transaction, and advising Winalite on
matters related to Winalite’s post-going-public-transaction
period.  In consideration for these services, HFG was paid a fee of
$80,000 after completion of a due diligence investigation of Winalite and a fee
of $400,000 following the closing of the going public transaction during 2008.
Winalite also granted HFG certain registration rights.  Timothy P.
Halter, who immediately prior to consummation of the transactions contemplated
by the Share Exchange Agreement beneficially owned approximately 87.5% of the
Company issued and outstanding capital stock, is the principal shareholder and
Chief Financial Officer of HFG.




Pursuant to a
Share Exchange Agreement dated December 28, 2007, the Company acquired a 100%
ownership interest in Winalite on September 10, 2007, in consideration for the
issuance of the Company’s 48,000,000 common shares (as adjusted for a
7.352380958-for-1 reverse stock split on January 7, 2008 (the “Reverse Stock
Split”)) to the former shareholders of Winalite (the “Winalite Former
Shareholders”).




The aforesaid
transaction was completed on December 28, 2007 and thereafter Winalite became a
wholly owned subsidiary of the Company and the Winalite Former Shareholders
became the majority shareholders of the Company.  This transaction
constituted a reverse takeover transaction (“RTO”).




On May 1, 2008,
the Company entered in a master purchase and supply agreement ("MPSA”) with
Shenzhen Yuelang Techno Industrial Company Limited ("Yuelang"), an independent
third party. Pursuant to the MPSA, the Company will purchase certain products
from Yuelang at prices set out in the MPSA. The MPSA has an indefinite term but
may be terminated on six months’ notice by either party or upon specified
events, such as the insolvency of either party.







6




Hong
Kong Winalite Group, Inc.
 Notes
to Condensed Consolidated Financial Statements
 (Stated in US
Dollars)
  1.         Corporate
information   (Cont'd)




On May 1, 2008,
the Company entered into the following agreements with independent distributors
("Distributors"), namely the exclusive international distribution agreements
("Distribution Agreements"), consulting and management services agreements
("Services Agreements") and license agreements ("License
Agreements").  Pursuant to the Distribution Agreements, the
Distributors will purchase products from the Company and resell those products
through direct marketing and/or other channels in their assigned and exclusive
territories. The Distribution Agreements have an initial term of five years,
which will be automatically renewed for additional one year period unless the
Company indicates in writing its desire to the contrary more than thirty days
before the end of the term. Pursuant to the Services Agreements, the Company has
agreed to provide certain consulting and management services to the Distributors
at a pre-determined hourly rate agreed by both parties.  The Services
Agreements may be terminated at any time by the Company, and upon sixty days’
advance notice by the Distributors, by written notice delivered to the
non-terminating party.  Pursuant to the License Agreements, the
Company has agreed to license to each Distributor certain intellectual property
solely for use in their assigned and exclusive territories in connection with
the marketing, sale and distribution of the Company’s products. Each Distributor
has agreed to pay the Company a license fee in an amount equal to 10% of the
monetary amount of Distributor’s orders for the products placed with the
Company. The License Agreements will expire when the Distribution Agreements are
terminated.




2.         Description
of business




The Company is a
holding company that operates through its direct, wholly-owned Hong Kong
subsidiary, Winalite. The Company had been in development stage until May 2008.
Following the RTO as detailed in Note 1, the Company through its subsidiary
commenced its business in marketing and selling personal health and hygiene
products in May 2008.




3.       Basis of
presentation




The accompanying unaudited condensed
consolidated financial statements of the Company and its subsidiaries have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission (the “SEC”) including the instructions to Form 10-Q and Regulation
S-X.  Certain information and note disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles in the United States of America ("US GAAP") have been condensed
or omitted from these statements pursuant to such
rules and regulation and, accordingly, they do not include all the information
and notes necessary for comprehensive consolidated financial statements and
should be read in conjunction with our audited consolidatedfinancial statements for the year ended
December 31, 2008, included in our Annual Report on Form 10-K for the year ended
December 31, 2008.




In the opinion of the management of the
Company, all adjustments, which are of a normal recurring nature,
necessary for a fair
statement of the results for the three-month periods have been
made.  Results for the interim period presented are not necessarily
indicative of the results that might be expected for the entire fiscal
year.






7




Hong
Kong Winalite Group, Inc.
 Notes
to Condensed Consolidated Financial Statements
 (Stated in US
Dollars)


4.         Summary
of significant accounting policies




Principles of
consolidation




The consolidated
financial statements include the accounts of the Company and its subsidiary,
Winalite.  All significant inter-company accounts and transactions
have been eliminated in consolidation.




Revenue
recognition




Revenue from
sales of the products and license fees are recognized when the significant risks
and rewards of ownership of the product have been transferred to the
distributors at the time when the products are delivered to its customers, the
sales price is fixed or determinable and collection is reasonably
assured.




Allowance of doubtful
accounts




The Company
establishes an allowance for doubtful accounts based on management’s assessment
of the collectibility of trade receivables.  A considerable amount of
judgment is required in assessing the amount of the allowance.




During the
reporting period, management establishes the general provisioning policy to make
allowance equivalent to 100% of the gross amount of trade receivables due over 1
year.  Additional specific provision is made against trade receivables
aged less than 1 year to the extent that they are considered to be doubtful. Bad
debts are written off when identified.







8




Hong
Kong Winalite Group, Inc.
 Notes
to Condensed Consolidated Financial Statements
 (Stated in US
Dollars)




Concentrations
on credit risk




Financial
instruments that potentially subject the Company to significant concentrations
of credit risk consist principally of cash and cash equivalents and trade
receivables.  As of March 31, 2009, substantially all of the Company’s
cash and cash equivalents were held by major financial institutions in Hong
Kong, which management believes are of high credit quality.  With
respect to trade receivables, the Company does not require collateral for trade
receivables.




During the
reporting periods, customers who represented 10% or more of the Company’s
consolidated sales are:




Three
      months endedMarch
      31,(Unaudited)2009
                    
                    
                    2008Winalite
      Japan Co. Ltd*
                    
                    $
                    457,852
                    
                    
                    $
                    -Winalite
      Global Sdn Bhd*
                    
                    
                    650,195
                    
                    
                    
                    -Total
                    
                    $
                    1,108,047
                    
                    
                    $
                    -







* All these
customers are independent third party distributors.




Recently
issued accounting pronouncements




In April 2009,
the Financial Accounting Standards and Board (“ FASB”) issued three FASB Staff
Positions (“FSPs”) to provide additional application guidance and enhance
disclosures regarding fair value measurements and impairments of securities. FSP
FAS No.157-4, “Determining Fair Value When the Volume and Level of Activity for
the Asset or Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly,” provides guidelines for making fair value measurements
more consistent with the principles presented in SFAS No.157. FSP FAS No.107-1
and APB No.28-1, “Interim Disclosures about Fair Value of Financial
Instruments,” enhances consistency in financial reporting by increasing the
frequency of fair value disclosures. FSP FAS No.115-2 and FAS No.124-2,
“Recognition and Presentation of Other-Than-Temporary Impairments,” provides
additional guidance designed to create greater clarity and consistency in
accounting for and presenting impairment losses on securities. These three FSPs
are effective for interim and annual periods ending after June 15, 2009, with
early adoption permitted for periods ending after March 15, 2009. We adopted the
provisions of these FSPs for the period ended March 31, 2009. The adoption of
these FSPs had no material effect on the Company's financial
statements.







9




Hong
Kong Winalite Group, Inc.
 Notes
to Condensed Consolidated Financial Statements
 (Stated in US
Dollars)


4.         Summary
of significant accounting policies (Cont’d)




Recently
issued accounting pronouncements (Cont’d)




In May 2008, the
FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting
Principles”, which is effective 60 days following the SEC’s approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles.”  However, transition provisions have been provided in the
unusual circumstance that the application of the provisions of this Statement
results in a change in practice.  The adoption of this statement had
no material effect on the Company's financial statements.




In March 2008,
the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and
Hedging Activities - an amendment to FASB Statement No. 133". SFAS No. 161 is
intended to improve financial standards for derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better
understand their effects on an entity's financial position, financial
performance, and cash flows. Entities are required to provide enhanced
disclosures about: (a) how and why an entity uses derivative instruments; (b)
how derivative instruments and related hedged items are accounted for under FASB
Statement No.133 and its related interpretations; and (c) how derivative
instruments and related hedged items affect an entity's financial position,
financial performance, and cash flows. It is effective for financial statements
issued for fiscal years beginning after November 15, 2008, with early adoption
encouraged.  The adoption of this statement had no material effect on
the Company's financial statements.




In December 2007,
the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial
Statements-an amendment of ARB No. 51”.  SFAS No.160 establishes
accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary.  The guidance
will become effective for the fiscal year beginning after December 15,
2008.  The adoption of this statement had no material effect on the
Company's financial statements.




In December 2007,
the FASB issued SFAS No. 141 (Revised) “Business Combinations”. SFAS No. 141
(Revised) establishes principles and requirements for how the acquirer of a
business recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree.  The Statement also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination.  The
guidance will become effective for the fiscal year beginning after December 15,
2008. The adoption of this statement had no material effect on the Company's
financial statements.












10




Hong
Kong Winalite Group, Inc.
 Notes
to Condensed Consolidated Financial Statements
 (Stated in US
Dollars)


5.         Income
taxes




United
States




The Company is
subject to the United States of America tax law.  No provision for the
US federal income tax has been made as the Company had no taxable income for the
reporting period.  The statutory tax rate is 35%.




Hong
Kong




The Company’s
subsidiary operating in Hong Kong is subject to profit tax rate of 16.5% on the
estimated assessable profits.




In July 2006, the
FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes”
(“FIN 48”).  This Interpretation requires recognition and measurement
of uncertain income tax positions using a “more-likely-than-not”
approach.  The Company adopted FIN 48 on January 1,
2007.  Management evaluated the Company’s tax position and considered
that additional provision for uncertainty in income taxes is not necessary as of
March 31, 2009.




6.         Property,
plant and equipment









March
      31,
                          
                          
                          December
      31,2009
                          
                          
                          2008(Unaudited)
                          
                          
                          (Audited)Costs:Office
      equipment
                          
                          $
                          2,012
                          
                          
                          $
                          -Leasehold
      improvements
                          
                          
                          50,748
                          
                          
                          
                          -Motor
      vehicles
                          
                          
                          130,591
                          
                          
                          
                          130,591183,351
                          
                          
                          
                          130,591Accumulated
      depreciation
                          
                          
                          (6,204
                          )
                          
                          
                          -Net
                          
                          $
                          177,147
                          
                          
                          $
                          130,591





7.         Earnings/(loss)
per share




During the
reporting period, the Company did not issue any dilutive instruments.
Accordingly, the reported basic and diluted earnings/(loss) per share are the
same.




8.         Amount
due to a director




The amount is
interest-free, unsecured and repayable on demand.







11




Hong
Kong Winalite Group, Inc.
 Notes
to Condensed Consolidated Financial Statements
 (Stated in US
Dollars)


9.         Commitment
and contingencies




(a)Capital commitment








As of March 31,
2009, the Company had no capital commitments.




(b)  Operating lease
arrangement








As of March 31,
2009, the Company had a non-cancelable operating lease for its
office.  The lease will expire in February 2011 and the  expected
payments are as follows:






Within one
      year
                                  
                                  
                                  $76,778Two to five
      years
                                  
                                  
                                  115,059$191,837







The rental
expense relating to the operating lease was $11,847 and nil for the three months
ended March 31, 2009 and 2008, respectively.




10.       Common
stock and additional paid-in capital







Common
      stockNumber
      ofshares
      asadjusted
      for
                
                
                
                
                
                AdditionalReverse
                
                
                
                
                
                paid-inStock
      Split
                
                
                Amount
                
                
                capitalIssuance of
      shares for RTO
                
                
                48,000,000
                
                
                $
                48,000
                
                
                $
                (48,000
                )Issuance of
      shares of Winalite
                
                
                -
                
                
                
                -
                
                
                
                61,645Recapitalization
                
                
                1,740,933
                
                
                
                1,741
                
                
                
                5,434Balance,
      December 31, 2008 and
                  March
      31, 2009
                
                
                49,740,933
                
                
                $
                49,741
                
                
                $
                19,079






(a)
                    On December
      28, 2007, the Company issued 48,000,000 shares as adjusted for the Reverse
      Stock Split of common stock, par value $0.001 per share, to the Winalite
      Former Shareholders in exchange for 100% of the outstanding capital stock
      of Winalite.(b)
                    The
      Company’s issued and outstanding number of shares of common stock
      immediately prior to the RTO is 1,740,933 shares as adjusted for the
      Reverse Stock Split, and are accounted for at $7,175 of net book value at
      the time of the
RTO.





12




Hong
Kong Winalite Group, Inc.
 Notes
to Condensed Consolidated Financial Statements
 (Stated in US
Dollars)
  10.       Common
stock and additional paid-in capital (Cont'd)
 (c)
                      On January
      7, 2008, the Company implemented a 7.352380958-for-1 Reverse Stock
      Split.  Immediately following the Reverse Stock Split, the
      Company has 49,740,933 shares of common stock issued and
      outstanding.  The effect of Reverse Stock Split has been
      retroactively reflected in these financial statements.  All
      references to weighted average number of shares outstanding and per share
      amounts included in the accompanying financial statements and notes
      reflect the Reverse Stock Split and its retroactive
    effects.




11.       Segment
information




The Company
operates in a single segment, being marketing and selling personal health and
hygiene products.




All of the
Company’s long-lived assets are located in Hong Kong.  Geographic
information about the revenues classified based on locations of the customers,
is set out as follows:







Three
      months endedMarch
      31(Unaudited)2009
                  
                  
                  2008USA
                  
                  $
                  223,673
                  
                  
                  $
                  -Japan
                  
                  
                  503,637
                  
                  
                  
                  -Malaysia
                  
                  
                  715,215
                  
                  
                  
                  -Korea
                  
                  
                  207,019
                  
                  
                  
                  -Philippines
                  
                  
                  154,046Lithuania
                  
                  
                  172,909
                  
                  
                  
                  -Germany
                  
                  
                  157,033
                  
                  
                  
                  -Peru
                  
                  
                  157,190
                  
                  
                  
                  -Australia
                  
                  
                  106,959Others
                  
                  
                  203,503
                  
                  
                  
                  -Total
                  
                  $
                  2,601,184
                  
                  
                  $
                  -








13




ITEM
2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
  Use
of Certain Defined Terms




Except as
otherwise indicated by the context, references to “we,” “us,” “our,” or “the
Company” are references to the combined business of Hong Kong Winalite Group,
Inc., a Nevada corporation, and its wholly-owned Hong Kong operating subsidiary,
The Hong Kong Winalite Group Limited, or Winalite. Unless the context otherwise
requires, all references to: (i) “PRC” and “China” are to the People’s Republic
of China; (ii) “$” are to United States dollars; (iii) “HK Dollars” are to Hong
Kong dollars, the legal currency of Hong Kong; (iv) “Exchange Act” are to the
Securities Exchange Act of 1934, as amended; and (v) “SEC” are to the U.S.
Securities and Exchange Commission.




Overview




We are a holding
company that only operates through our direct, wholly-owned Hong Kong
subsidiary, The Hong Kong Winalite Group Limited, or Winalite. We started our
business in marketing and selling personal health and hygiene products in early
May 2008. We procure all of the goods that we sell from an independent
manufacturer in the mainland China and sell them to consumers internationally
through our contracted direct-selling distributors and wholesale and retail
establishments.  We generate our revenues in three principal ways:
from the resale at a profit of products manufactured to our specifications, from
the delivery of consulting, management, technical, marketing, financial and/or
other services to our distributors, and from the license of the Winalite mark
and brand to the manufacturer and distributors of our products.




Our products are
manufactured by an independent third party, Shenzhen Yuelang Techno Industrial
Company Limited, or the Manufacturer, under a master purchase and supply
agreement, or MPSA, entered into on May 1, 2008.  Pursuant to the
MPSA, we purchase our products from the Manufacturer on an open account basis
pursuant to separate purchase orders and resell those products to certain
distributors as more particularly described below.  The prices we pay
for the products are set by the MPSA and may only be changed by agreement of the
parties.  The Manufacturer is responsible for marking and labeling the
products and their packaging, and for quality control according to the
specifications set forth in the MPSA and subject to our
inspection.  With the exception of the PRC market, the Manufacturer is
required to supply exclusively to us and is not permitted to manufacture or sell
the same or functionally equivalent products to any other party.




We currently sell
the products in Malaysia, Taiwan, Indonesia, Singapore, Thailand, Vietnam, the
Philippines, the USA, Peru, Japan, Korea and Georgia pursuant to exclusive
international distribution agreements, or Distribution Agreements that we
entered into with twelve independent third party distributors, or the
Distributors on May 1, 2008 (seven agreements), August 25, 2008 (one agreement),
December 1, 2008 (two agreements), January 10, 2009 (one agreement) and February
1, 2009 (one agreement).  The Distributors purchase from us the
products we buy from the Manufacturer, and resell those products through direct
marketing and/or other channels in their assigned, exclusive
territories.  The Distributors are responsible for promoting sales of
our products in their territories, maintaining adequate sales forces, and other
customary functions.  As we expand, we anticipate appointing
additional distributors for new territories.




In addition to
selling our products to our Distributors, we provide certain consulting,
management, technical, marketing, financial and/or other services to our
Distributors in exchange for certain fees pursuant to separate consulting and
management services agreements, or Service Agreements, that we entered into with
our Distributors.  Pursuant to separate license agreements, or License
Agreements, entered into with our Distributors, we also license the Winalite
mark and brand and certain other intellectual property to our Distributors,
solely for use in their assigned, exclusive territories, and solely for the
purpose of carrying out their activities under the Distribution Agreements, for
a license fee in an amount equal to 10% of the monetary amount of the
Distributor’s orders for products placed with us.







14




To increase our
product variety and increase profits, we entered into a Supply Agreement with
MYWATER, INC. on September 12, 2008 and ordered a new product called the Energy
Stone. The functions of the Energy Stone are (1) accelerating blood circulation;
(2) relieving pain; (3) improving the power of concentration; (4) relieving
fatigue; (5) stabilizing autonomic nervous system; and (6) accelerating
metabolism by activating cellular functions.  The Company starts the
distribution in January 01, 2009.




We classify the
products that we sell into five categories: (1) ultra-thin regular anionic
sanitary pads; (2) ultra-thin long anionic sanitary pads; (3) anionic
pantiliners; (4) baby diapers and (5) energy stones. The sanitary pads,
pantiliners and baby diapers that we sell are patented in the PRC and such
patents are owned by the Manufacturer. These products have been tested by
various independent Chinese agencies, including SGS-CSTC Standards Technical
Services Co., Ltd., Shanghai Textile Industry Technology Intendance, National
Paper Product Quality Control Institution Shanghai Office, and East China Normal
University.




First Quarter
Financial Performance Highlights




We experienced
strong demand for our products and services during the first fiscal quarter of
2009, which resulted in growth in our revenues and net income.




The following are
some financial highlights for the first quarter of 2009:




·
                    Our
      revenues were $2,601,184.·
                    Gross
      margin was 49.71%.·
                    Gross
      profit was $1,293,023.·
                    Net income
      was $990,585.·
                    Basic and
      diluted earnings per share were$0.02.







Results
of Operations: Three Months Ended March 31, 2009 Compared to Three Months Ended
March 31, 2008




The following
table summarizes the results of our operations during the three-month period
ended March 31, 2009.  We were not operating during the three-month
period ended March 31, 2008 and have therefore provided no data for such
period.




Item
            
            
            Three
      Months Ended
              March
      31, 2009In
      Thousands
            
            
            As
      a percentage of net revenuesRevenues
            
            
            $
            2,601
            
            
            
            100
            %Cost of
      sales
            
            
            $
            (1,308
            )
            
            
            50.29
            %Gross
      profit
            
            
            $
            1,293
            
            
            
            49.71
            %Operating
      expenses
            
            
            $
            (132
            )
            
            
            5.07
            %Income
      before income taxes
            
            
            $
            1,161
            
            
            
            44.64
            %Income
      taxes
            
            
            $
            (171
            )
            
            
            6.57
            %Net
      income
            
            
            $
            990
            
            
            
            38.07
            %




Revenues.Our revenuesaregenerated from salesand license fee incomeof ourpersonal health and
hygiene products.Revenueswere$2,601,184for the three-month period ended
March 31, 2009. We are principally a trading company. Goods are directly
purchased from suppliers and sold to distributors. Revenues were rather stable
since we have signed agreement with each distributor.


15




Cost of
Sales.Our cost of sales was $1,308,161for the three-month period ended March
31, 2009.  As a percentage of revenues, the cost of goods sales during such period was50.29%. Cost of sales represented the cost of
purchase from suppliers.




Gross
Profit.    Our gross
profit was $1,293,023for the three-month period ended March
31, 2009.  Gross profit as a percentage of revenuesduring such period was49.71%.




OperatingExpenses.Ouroperatingexpenses were $131,920for the three-month period ended March
31, 2009.  As a percentage of revenues,operatingexpenses during such period was5.07%. Our operating expenses mainlyrepresentedthesalary, office rental expenses and legal
fee expenses.Byexpanding our business, we plan to
recruit more staff in future.




Income before Income
Taxes.  Income
before income taxeswas $1,161,103for the three-month period ended March
31, 2009.  Incomebefore income taxes as a percentage of revenuesduring such period was44.64%.




Income
Taxes:




United
States




The Company is
subject to the United States of America tax law.  No provision for the
US federal income tax has been made as the Company had no taxable income for the
reporting period.  The statutory tax rate is 35%.




Hong
Kong
  The Company is
subject to a profits tax rate of 16.5% on the estimated assessable profits
during the reporting period.
  Income
Taxes.Income taxeswere $170,518for the three-month period ended March 31,
2009.  Incometaxes as a percentage of
revenuesduring such period were6.57%.
  Net
Income.Our net income was $990,585or the three-month period ended March
31, 2009.  Net income as a percentage of revenuesduring suchperiod was38.07%.
  Segment
Information
  The Company
operates in a single segment, being the marketing and sale of personal health
and hygiene products.  Additional information can be found at Note 11
of our unaudited condensed consolidated financial statements contained under
Part I, Item 1 – “Financial Statements” above.
  Inflation
  Inflation does
not materially affect our business or the results of our
operations.
  Liquidity
and Capital Resources
  General
   As of March 31,
2009, we had cash and cash equivalents (excluding restricted cash) of $363,035.
The following table provides detailed information about our net cash flow for
the three-month period ended March 31, 2009.
  Item
                  
                  
                  
                  
                  Cash
      Flow
                    Three Months
      Ended
                    March31,
      2009Net cash
      provided by operating activities
                  
                  
                  
                  
                  
                  $
                  757,722Net cash
      used in investing activities
                  
                  
                  
                  
                  
                  $
                  (52,758
                  )Net cash
      used in financing activities
                  
                  
                  
                  
                  
                  $
                  (649,485
                  )Effect of
      exchange rate changes on cash
                  
                  
                  
                  
                  
                  $
                  (2
                  )


Cash and
      cash equivalents, beginning of period
            
            
            
            
            
            $
            307,558Cash and
      cash equivalents, end of period
            
            
            
            
            
            $
            363,035




16




Operating
Activities




Net cash provided
by operating activities was $757,722
for the three-month period ended March 31, 2009. Such amount of cash provided by
operating activities was mainly attributable to the sales of our products during
the three-month ended March 31, 2009.




Investing
Activities




Net cash used in
investing activities was
$52,758
for the three-month period ended March 31, 2009. Such amount of cash used
in investing activities was attributable to purchasing office equipment and
leasehold improvements.




Financing
Activities




Net cash used in
financing activities was $649,485
for the three-month period ended March 31, 2009. Such amount of cash used in
financing activities was attributable to the repayment of advance from our
Chairperson and President, Ms. Hu, as described below.




As of March 31,
2009, we had no bank loans or other debt outstanding other than amounts due to
our Chairperson and President, Ms. Hu. During 2008, our Chairperson and
President, Ms. Hu, provided approximately 5.9
million HK Dollars as working capital to the Company.  The Company had
repaid approximately 5.04
million HK Dollars to Ms. Hu. during the three-month ended period March 31,
2009. The amount is interest-free, unsecured and repayable on
demand.




Effect of Exchange Rate
Changes on Cash




The effect of
exchange rate changes on the Company’s cash was $2
for the three-month period ended March 31,
2009.




Outlook




In 2009, we
intend to develop relationships with many other distributors in new
countries.  We expect to continue to develop new products, and to
enter into agreements with additional distributors for distribution of our
products both within China and other countries.  We expect that our
revenues will continue to increase as we expand into new markets and increase
our market share within existing markets.




Critical Accounting
Policies




Principles of
consolidation




The consolidated
financial statements include the accounts of the Company and its subsidiary,
Winalite.  All significant inter-company accounts and transactions
have been eliminated in consolidation.




Revenue
recognition




Revenue from
sales of the products and license fees are recognized when the significant risks
and rewards of ownership of the product have been transferred to the buyer
distributors at the time when the products are delivered to its customers, the
sales price is fixed or determinable and collection is reasonably
assured.




Allowance of doubtful
accounts




The Company
establishes an allowance for doubtful accounts based on management’s assessment
of the collectibility of trade receivables.  A considerable amount of
judgment is required in assessing the amount of the allowance.







17


During the
reporting period, management establishes the general provisioning policy to make
allowance equivalent to 100% of the gross amount of trade receivables due over 1
year.  Additional specific provision is made against trade receivables
aged less than 1 year to the extent that they are considered to be doubtful. Bad
debts are written off when identified.
  Concentrations
on credit risk




Financial
instruments that potentially subject the Company to significant concentrations
of credit risk consist principally of cash and cash equivalents and trade
receivables.  As of March 31, 2009, substantially all of the Company’s
cash and cash equivalents were held by major financial institutions in Hong
Kong, which management believes are of high credit quality.  With
respect to trade receivables, the Company does not require collateral for trade
receivables.




During the
reporting periods, customers who represented 10% or more of the Company’s
consolidated sales are:




Three
      months endedMarch
      31,(Unaudited)2009
                  
                  
                  2008Winalite
      Japan Co. Ltd*
                  
                  $
                  457,852
                  
                  
                  $
                  -Winalite
      Global Sdn Bhd*
                  
                  
                  650,195
                  
                  
                  
                  -Total
                  
                  $
                  1,108,047
                  
                  
                  $
                  -







* All these
customers are independent third party distributors.




Recently
issued accounting pronouncements




In April 2009,
the Financial Accounting Standards and Board (“ FASB”) issued three FASB Staff
Positions (“FSPs”) to provide additional application guidance and enhance
disclosures regarding fair value measurements and impairments of securities. FSP
FAS No.157-4, “Determining Fair Value When the Volume and Level of Activity for
the Asset or Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly,” provides guidelines for making fair value measurements
more consistent with the principles presented in SFAS No.157. FSP FAS No.107-1
and APB No.28-1, “Interim Disclosures about Fair Value of Financial
Instruments,” enhances consistency in financial reporting by increasing the
frequency of fair value disclosures. FSP FAS No.115-2 and FAS No.124-2,
“Recognition and Presentation of Other-Than-Temporary Impairments,” provides
additional guidance designed to create greater clarity and consistency in
accounting for and presenting impairment losses on securities. These three FSPs
are effective for interim and annual periods ending after June 15, 2009, with
early adoption permitted for periods ending after March 15, 2009. We adopted the
provisions of these FSPs for the period ended March 31, 2009. The adoption of
these FSPs had no material effect on the Company's financial
statements.




In May 2008, the
FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting
Principles”, which is effective 60 days following the SEC’s approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles.”  However, transition provisions have been provided in the
unusual circumstance that the application of the provisions of this Statement
results in a change in practice.  The adoption of this statement had
no material effect on the Company's financial statements.




In March 2008,
the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and
Hedging Activities - an amendment to FASB Statement No. 133". SFAS No. 161 is
intended to improve financial standards for derivative





18





instruments and
hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entity's financial position, financial
performance, and cash flows. Entities are required to provide enhanced
disclosures about: (a) how and why an entity uses derivative instruments; (b)
how derivative instruments and related hedged items are accounted for under FASB
Statement No.133 and its related interpretations; and (c) how derivative
instruments and related hedged items affect an entity's financial position,
financial performance, and cash flows. It is effective for financial statements
issued for fiscal years beginning after November 15, 2008, with early adoption
encouraged.  The adoption of this statement had no material effect on
the Company's financial statements.  In December 2007,
the FASB issued SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51”.  SFAS
No.160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a
subsidiary.  The guidance will become effective for the fiscal year
beginning after December 15, 2008.  The adoption of this statement had
no material effect on the Company's financial statements.




In December 2007, the FASB issued
SFAS No. 141 (Revised) “Business Combinations”. SFAS No. 141 (Revised)
establishes principles and requirements for how the acquirer of a business
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree.  The Statement also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination.  The
guidance will become effective for the fiscal year beginning after December 15,
2008. The adoption of this statement had no material effect on the Company's
financial statements.




Off-Balance
Sheet Arrangements




We do not have
any off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures, or capital resources that is material to investors.




ITEM
4.  CONTROLS AND PROCEDURES.







Evaluation
of Disclosure Controls and Procedures




The Company
conducted an evaluation under the supervision of the Chief Executive Officer and
Chief Financial Officer (its principal executive officer and principal financial
officer, respectively), regarding the effectiveness of the Company’s disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of March 31, 2009. Based on the aforementioned evaluation,
management has concluded that the Company’s disclosure controls and procedures
were effective as of March 31, 2009.




Changes
in Internal Control Over Financial Reporting.




There have been
no changes in our Company’s internal control over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during
the first quarter of fiscal year 2009 that have materially affected, or are
reasonably likely to materially affect, our Company’s internal control over
financial reporting.






19


PART
II.




OTHER
INFORMATION




ITEM
6.  EXHIBITS.







The following exhibits
are filed as part of this report or incorporated by reference:




No.
                  Description10.1
                  Employment
      Agreement, dated January 1, 2009, by and between the Company and Hongxing
      Gao (incorporated by reference to the Company’s Current Report on Form
      8-K/A dated January 7, 2009).10.2
                  The
      Company’s 2009 Equity Incentive Plan (incorporated by reference to the
      Company’s Annual Report on Form 10-K for the fiscal year ended December
      31, 2008).


31.1*
            Rule
      13a-14(a) Certification of Chief Executive Officer.31.2*
            Rule
      13a-14(a) Certification of Chief Financial Officer.32.1**
            Certification
      of Chief Executive Officer furnished pursuant to 18 U.S.C. Section
      1350.32.2**
            Certification
      of Chief Financial Officer furnished pursuant to 18 U.S.C. Section
      1350.


* Filed
      herewith.


**
      Furnished herewith.





20












SIGNATURES




In accordance
with Section 13 or 15(d) of the Exchange Act, the registrant caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.




Dated: May
      15, 2009
                    HONG
      KONG WINALITE GROUP, INC.By: /s/ Hongxing
      Gao
                      Hongxing
      Gao
                      Chief
      Executive Officer
                      (Principal
      Executive Officer)By: /s/ Jianquan
      Li
                      Jianquan
      Li
                      Chief
      Financial Officer
                      (Principal
      Financial and Accounting
Officer)






















21