UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934

                  For the quarterly period ended March 31, 2010

[ ] TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
    OF 1934

                 For the transition period from _____ to _______

                          Commission File Number: None

                    NEW TAOHUAYUAN CULTURE TOURISM CO., LTD.
             (Exact Name of Registrant as Specified in its Charter)

                      Nevada                          Applied For
         (State or other jurisdiction of           (I.R.S. Employer
          incorporation or organization)          Identification No.)

                                1# Dongfeng Road
                   Xi'an Weiyang Tourism Development District
                                  Xi'an, China
                  -------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number including area code: 0086-29-86671555

                                       N/A
      -------------------------------------------------------------------
         Former name, former address, and former fiscal year, if changed
                                since last report

Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 (ss.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 [X] 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
definition of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Larger accelerated filer [  ]                   Accelerated filer [  ]
Non-accelerated filer [  ]                Smaller reporting company [X]

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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 18,727,327 shares outstanding
as of April 30, 2010.



<PAGE>




               NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMIITED AND SUBSIDIARY


                        CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2010







<PAGE>




                                TABLE OF CONTENTS


Unaudited Consolidated Balance Sheets as of March 31, 2010
   and December 31, 2009                                                   1

Unaudited Consolidated Statements of Income
    for the three month periods ended March 31, 2010 and 2009              2

Unaudited Consolidated Statements of Cash Flows
    for the three month periods ended March 31, 2010 and 2009              3

Notes to Unaudited Consolidated Financial Statements                      5-22






<PAGE>

                NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
                      UNAUDITED CONSOLIDATED BALANCE SHEETS

                                     Assets
                                                            As at
                                           March 31, 2010     December 31, 2009
 Current assets
   Cash and cash equivalents               $      33,384          $    145,115
   Accounts receivable, net                        1,426                32,656
   Inventories                                    74,748                69,599
   Prepaid expenses and other current assets         713                   195
   Due from related parties                      532,348               570,967
                                           -------------          ------------
     Total Current Assets                        642,619               818,533

 Property & equipment, net                     6,029,081             6,126,079
 Construction-in- progress                    18,604,779            17,570,430
 Land use right, net                           2,487,462             2,503,539
 Deposit for land use right                   17,580,357            17,580,099
                                           -------------          ------------
     Total assets                          $  45,344,298          $ 44,598,680
                                           =============          ============

                      Liabilities and Stockholders' Equity

 Liabilities
    Current liabilities
    Accounts payable and accrued expenses  $     619,945          $    744,762
    Deferred revenue                             152,069               188,273
    Due to related party                          23,440                    --
    Taxes payable                              6,771,230             6,517,543
                                           -------------          ------------
     Total Current Liabilities                 7,566,685             7,450,578

 Stockholders' equity
    Share Capital
    Preferred stock, $.001 par value,
       10,000,000 shares authorized, none
       issued and outstanding                         --                    --
    Common stock, $.001 par value, 50,000,000
       shares authorized, 18,727,327 issued
       and outstanding as of December 31,
       2009 and 2008                              18,727                18,727
    Additional paid in capital                15,855,727            15,855,727
    Statutory reserve                          2,605,240             2,542,355
    Other comprehensive income                 5,482,047             5,481,382
    Retained earnings                         13,815,872            13,249,911
                                           -------------          ------------
    Total stockholders' equity                37,777,613            37,148,102
                                           -------------          ------------

     Total liabilities and stockholders'
       equity                               $ 45,344,298          $ 44,598,680
                                            ============          ============



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


                                       1
<PAGE>


               NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
                         AND OTHER COMPREHENSIVE INCOME

                                                   For the three month periods
                                                        ended March 31,
                                                    2010               2009
                                                    ----               -----
 Net revenue
    Catering and hotel related services income  $ 1,162,268         $1,135,224
    Management fee income                           505,337            503,900
                                                -----------         ----------

         Total net revenue                        1,667,605          1,639,124

 Cost of revenue                                    437,633            340,094

 Gross profit                                     1,229,972          1,299,030
                                                -----------         ----------
 Operating expenses
    General and administrative expenses             250,921            484,266
    Depreciation and amortization                   139,449            109,608
                                                -----------         ----------
          Total operating expenses                  390,370            593,873
                                                -----------         ----------

 Income from operations                             839,602            705,157
                                                -----------         ----------

 Other Income (Expense)
    Interest income                                     139
    Other income (expense), net                      (1,281)             3,272
                                                -----------         ----------
          Total other income (expense)               (1,141)             3,272
                                                -----------         ----------

 Income before income taxes                         838,461            708,429
 Provision for income taxes                         209,615            157,498
                                                -----------         ----------
 Net income                                         628,845            550,931

 Other comprehensive item:
    Foreign currency translation gain(loss)             665           (163,278)
                                                -----------         ----------
    Net comprehensive income                    $   629,510         $  387,653
                                                ===========         ==========

 Earning per share:
    Basic & diluted earning per share           $      0.03         $     0.03
                                                ===========         ==========

 Weighted average number of shares
  outstanding:
    Basic & diluted weighted average
      number of shares                           18,727,327         18,727,327
                                                ===========         ==========



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



                                       2
<PAGE>


               NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
                      UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                 For the three month periods
                                                        ended March 31,
                                                    2010               2009
                                                    ----               -----
 Cash Flows from Operating Activities
    Net income                                  $  628,845          $  550,931
    Adjustments to reconcile net income to
    net cash provided by operating activities:
      Depreciation and amortization                139,449             109,608
      Provision for Bad debts                      (28,682)             33,639
      Loss as sales of fixed assets                  3,644                  --
      (Increase) / decrease in current assets:
        Accounts receivables                        59,907             (18,764)
        Inventory                                   (5,147)             (5,913)
        Other receivables                             (425)               (460)
        Prepaid expenses and other current assets       --              (1,358)
        Increase/(decrease) in current liabilities:
         Accounts payable and accrued expenses    (124,804)            169,329
         Taxes payable                             253,543             200,134
         Deferred revenue                          (36,200)             71,836
                                                 ---------           ---------

      Net cash provided by operating activities    890,130           1,108,981
                                                 ---------           ---------

 Cash Flows from Investing Activities
      Payment for construction in progress      (1,033,891)         (1,132,973)
      Purchase of fixed assets                     (30,815)                 --
      Proceeds from sales of fixed asset               901                  --
       Advances to related parties                  38,619                  --
                                                 ---------           ---------
      Net cash used in investing activities     (1,025,186)         (1,132,973)
                                                 ---------           ---------

 Effect of exchange rate changes on cash
    and cash equivalents                            23,324              79,855

 Net Increase/ (decrease) in cash and
    cash equivalents                              (111,731)             55,863

    Cash and cash equivalents, beginning balance   145,115              89,252
                                                 ---------           ---------
    Cash and cash equivalents, ending balance   $   33,384           $ 145,115
                                                ==========           =========

 Supplemental noncash financial disclosures:
  Cash paid during the year for:
      Income tax payments                       $       --           $      --
                                                ==========           =========
      Interest payments                         $       --           $      --
                                                ==========           =========


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



                                       3
<PAGE>

          NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2010


Note 1 - ORGANIZATION

      New Taohuayuan Culture Tourism Company Limited (the "Company") was
      incorporated under the laws of the State of Nevada on November 3, 2004.
      The Company is an investment holding company.

      Shanxi New Taohuayuan Culture Tourism Company Limited ("Shanxi NTHY") was
      incorporated in the People's Republic of China ("PRC") on August 3, 1997
      as a limited liability company. Shanxi NTHY operates a resort in Xi'an, in
      the PRC, providing catering, hotel and related services.

      Pursuant to an agreement and plan of migratory merger between the Company
      and Shanxi NTHY on November 5, 2004, the Company acquired Shanxi NTHY by
      issuing 17,027,328 shares of its common stock to the original shareholders
      of Shanxi NTHY in exchange for 100% of their membership interests (the
      "Merger"). As a result, the controlling member of Shanxi NTHY has
      effective and actual operating control of the Company. The Merger was
      approved by the Shanxi Ministry of Commerce on November 24, 2004. Since
      then, Shanxi NTHY has become a wholly owned subsidiary of the Company and
      its status has changed to a wholly owned foreign owned enterprise.

      Since the Company had no operations or net assets prior to the
      acquisition, the acquisition was considered to be a capital transaction in
      substance, rather than a business combination and no goodwill was
      recognized. For financial reporting purposes, the acquisition was treated
      as a reverse acquisition whereby Shanxi NTHY is considered to be the
      accounting survivor and the operating entity while the Company is
      considered to be the legal survivor.

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


      Basis of Presentation

      The accompanying consolidated financial statements have been prepared in
      conformity with accounting principles generally accepted in the United
      States of America. The Company's functional currency is the Chinese
      Renminbi (CNY); however the accompanying consolidated financial statements
      have been translated and presented in United States Dollars (USD).

      The consolidated condensed interim financial statements included herein
      have been prepared by the Company, without audit, pursuant to the rules
      and regulations of the Securities and Exchange Commission. Certain
      information and footnote disclosures normally included in financial
      statements prepared in accordance with generally accepted accounting
      principles have been condensed or omitted pursuant to such rules and
      regulations of the Securities and Exchange Commission, although the
      Company believes that the disclosures are adequate to make the information


                                       5
<PAGE>

      presented not misleading. These statements reflect all adjustments,
      consisting of normal recurring adjustments, which, in the opinion of
      management, are necessary for fair presentation of the information
      contained therein. It is suggested that these consolidated condensed
      financial statements be read in conjunction with the financial statements
      and notes thereto included in the Company's annual report on Form 10-K for
      the year ended December 31, 2009. The Company follows the same accounting
      policies in preparation of interim reports. Results of operations for the
      interim periods are not indicative of annual results.

      Foreign currency transactions and comprehensive income (loss)

      As of March 31, 2010, the accounts of Shanxi NTHY were maintained, and its
      financial statements were expressed, in Chinese Yuan Renminbi (CNY). Such
      financial statements were translated into U.S. Dollars (USD) in accordance
      with Statement of Financial Accounts Standards ("SFAS") No. 52 (ASC830),
      "Foreign Currency Translation," with the CNY as the functional currency.
      According to the Statement, all assets and liabilities were translated at
      the current exchange rate, stockholder's equity are translated at the
      historical rates and income statement items are translated at the average
      exchange rate for the period. The resulting translation adjustments are
      reported under other comprehensive income in accordance with SFAS No. 130
      (ASC 220), "Reporting Comprehensive Income" as a component of
      shareholders' equity.

      During the three month periods ended March 31, 2010 and 2009 the
      transactions of Shanxi NTHY were denominated in foreign currency and were
      recorded in Chinese Yuan Renminbi (CNY) at the rates of exchange in effect
      when the transactions occur. Exchange gains and losses are recognized for
      the different foreign exchange rates applied when the foreign currency
      assets and liabilities are settled. Transaction gains and losses that
      arise from exchange rate fluctuations on transactions denominated in a
      currency other than the functional currency are included in the results of
      operations as incurred.

      Use of Estimates

      The preparation of financial statements in conformity with generally
      accepted accounting principles in the United States ("GAAP") requires
      management to make certain estimates and assumptions that affect the
      reported amounts of assets and liabilities and disclosure of contingent
      assets and liabilities at the date of the financial statements and the
      reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates, and such differences may
      be material to the financial statements. Certain prior year amounts have
      been reclassified to conform to the current year presentation.

      Principles of Consolidation

      The consolidated financial statements include the accounts of New
      Taohuayuan Culture Tourism Company Limited and its wholly owned subsidiary


                                       6
<PAGE>

      Shanxi NTHY, collectively referred to within as the Company. All material
      inter-company accounts, transactions and profits have been eliminated in
      consolidation.

      Revenue Recognition

      The Company generates revenue from catering, hotel, and related services.
      The Company's revenue recognition policies are in compliance with Staff
      accounting bulletin (SAB) 104 (ASC 605). Revenue is generally recognized:
      (a) when persuasive evidence of an arrangement exists; (b) when services
      are rendered; (c) when the fee is fixed or determinable; and (d) when
      collectability is reasonably assured. Such service revenues are recognized
      net of discounts.

      The Company also generates management fee income in accordance with Shanxi
      New Taohuayuan Economy Trade Company Limited and its subsidiaries (related
      parties) based on terms stated in the agreement. These companies are
      controlled by a common director and stockholder of the Company. Cost of
      good sold related to management fee income is immaterial comparing with
      the total expenses incurred for the Company during its fiscal year.

      Advertising

      Advertising expenses consist primarily of costs of promotion for corporate
      image and product marketing and costs of direct advertising. The Company
      expenses all advertising costs as incurred.

      Income Taxes

      The Company utilizes SFAS No. 109 (ASC740), "Accounting for Income Taxes,"
      which requires the recognition of deferred tax assets and liabilities for
      the expected future tax consequences of events that have been included in
      the financial statements or tax returns. Under this method, deferred
      income taxes are recognized for the tax consequences in future years of
      differences between the tax bases of assets and liabilities and their
      financial reporting amounts at each period end based on enacted tax laws
      and statutory tax rates applicable to the periods in which the differences
      are expected to affect taxable income. Valuation allowances are
      established, when necessary, to reduce deferred tax assets to the amount
      expected to be realized.

      In July 2006, the Financial Accounting Standards Board ("FASB") issued
      FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes--an
      Interpretation of FASB Statement No. 109 ("FIN 48") (ASC 740). FIN 48
      seeks to reduce the diversity in practice associated with certain aspects
      of measuring and recognition in accounting for income taxes. In addition,
      FIN 48 requires expanded disclosure with respect to the uncertainty in
      income taxes and is effective for fiscal years beginning after December
      15, 2006.


                                       7
<PAGE>

      Beginning January 1, 2008, the new Enterprise Income Tax ("EIT") law of
      China has replaced the existing laws for Domestic Enterprises ("DES") and
      Foreign Invested Enterprises ("FIEs"). The new standard EIT rate of 25%
      replaced the 33% rate currently applicable to both DES and FIEs. The two
      years tax exemption, three years 50% tax reduction tax holiday for
      production-oriented FIEs will continue until it expires.

      Statement of Cash Flows

      In accordance with SFAS No. 95 (ASC 230), "Statement of Cash Flows," cash
      flows from the Company's operations is based upon the local currencies. As
      a result, amounts related to assets and liabilities reported on the
      statement of cash flows will not necessarily agree with changes in the
      corresponding balances on the balance sheet.

      Concentration of Credit Risk

      Financial instruments that potentially subject the Company to
      concentrations of credit risk are cash, and other receivables arising from
      our normal business activities. We place our cash in what we believe to be
      credit-worthy financial institutions. We have a diversified customer base,
      most of which are in China. We control credit risk by collecting the
      revenue in advance. The Company routinely assesses the financial strength
      of its customers and, based upon factors surrounding the credit risk,
      establishes an allowance, if required, for uncollectible accounts and, as
      a consequence, believes that its accounts receivable credit risk exposure
      beyond such allowance is limited.

      Segment Reporting

      Statement of Financial Accounting Standards No. 131 ("SFAS 131") (ASC
      250), "Disclosure About Segments of an Enterprise and Related Information"
      requires use of the "management approach" model for segment reporting. The
      management approach model is based on the way a company's management
      organizes segments within the company for making operating decisions and
      assessing performance. Reportable segments are based on products and
      services, geography, legal structure, management structure, or any other
      manner in which management disaggregates a company.

      Risks and Uncertainties

      The Company is subject to substantial risks from, among other things,
      intense competition associated with the industry in general, other risks
      associated with financing, liquidity requirements, rapidly changing
      customer requirements, limited operating history, foreign currency
      exchange rates and the volatility of public markets.

      The Company's operations are carried out in the PRC. Accordingly, the
      Company's business, financial condition and results of operations may be
      influenced by the political, economic and legal environments in the PRC,


                                       8
<PAGE>

      by the general state of the PRC's economy. The Company's business may be
      influenced by changes in governmental policies with respect to laws and
      regulations, anti-inflationary measures, currency conversion and
      remittance abroad, and rates and methods of taxation, among other things.

1.    Contingencies

      Certain conditions may exist as of the date the financial statements are
      issued, which may result in a loss to the Company but which will only be
      resolved when one or more future events occur or fail to occur. The
      Company's management and legal counsel assess such contingent liabilities,
      and such assessment inherently involves an exercise of judgment. In
      assessing loss contingencies related to legal proceedings that are pending
      against the Company or unasserted claims that may result in such
      proceedings, the Company's legal counsel evaluates the perceived merits of
      any legal proceedings or unasserted claims as well as the perceived merits
      of the amount of relief sought or expected to be sought.

      If the assessment of a contingency indicates that it is probable that a
      material loss has been incurred and the amount of the liability can be
      estimated, then the estimated liability would be accrued in the Company's
      financial statements. If the assessment indicates that a potential
      material loss contingency is not probable but is reasonably possible, or
      is probable but cannot be estimated, then the nature of the contingent
      liability, together with an estimate of the range of possible loss if
      determinable and material would be disclosed.

      Loss contingencies considered to be remote by management are generally not
      disclosed unless they involve guarantees, in which case the guarantee
      would be disclosed.

      Cash and Cash Equivalents

      Cash and cash equivalents include cash in hand and cash in time deposits,
      certificates of deposit and all highly liquid debt instruments with
      original maturities of three months or less.

      Allowance for Doubtful Accounts

      Management reviews the composition of accounts receivable, loans and
      prepaid expense and analyzes historical bad debts, aging analysis, current
      economic trends and changes in payment patterns to evaluate the adequacy
      of these reserves. Reserves are recorded primarily on a specific
      identification basis. Allowance for doubtful accounts amounted to $71,997
      and $100,776 at March 31, 2010 and December 31, 2009 respectively.

      Inventory

      Inventory is valued at the lower of cost or market. Inventory includes
      gift cards, raw materials and consumables.


                                       9
<PAGE>


      Potential losses from obsolete and slow-moving inventories are provided
      for when identified. Cost, which comprises all costs of purchase and,
      where applicable, other costs that has been incurred in bringing their
      inventories to their present location and condition, is calculated using
      the first-in, first-out method.

      Property, Plant & Equipment

      Property and equipment are stated at cost. Expenditures for maintenance
      and repairs are charged to earnings as incurred; additions, renewals and
      betterments are capitalized. When property and equipment are retired or
      otherwise disposed of, the related cost and accumulated depreciation are
      removed from the respective accounts, and any gain or loss is included in
      operations. Depreciation of property and equipment is provided using the
      straight-line method for substantially all assets with estimated lives of:

      Buildings                                                    40 years
      Infrastructures and leasehold improvement                    15 years
      Equipment (including electronic facilities, sports,
            Education and recreation facilities)                   5-7 years
      Automobile                                                   7 years
      Furniture and Fixtures                                       5 years

      Intangible Assets

      The Company applies criteria specified in SFAS No. 141(ASC 805), "Business
      Combinations" to determine whether an intangible asset should be
      recognized separately from goodwill. Intangible assets acquired through
      business acquisitions are recognized as assets separate from goodwill if
      they satisfy either the "contractual-legal" or "separability" criterion.
      Per SFAS 142 (ASC 350), intangible assets with definite lives are
      amortized over their estimated useful life and reviewed for impairment in
      accordance with SFAS No. 144 (ASC 360), "Accounting for the Impairment or
      Disposal of Long-lived Assets." Intangible assets, such as purchased
      technology, trademark, customer list, user base and non-compete
      agreements, arising from the acquisitions of subsidiaries and variable
      interest entities are recognized and measured at fair value upon
      acquisition. Intangible assets are amortized over their estimated useful
      lives from one to ten years. The Company reviews the amortization methods
      and estimated useful lives of intangible assets at least annually or when
      events or changes in circumstances indicate that assets may be impaired.
      The recoverability of an intangible asset to be held and used is evaluated
      by comparing the carrying amount of the intangible asset to its future net
      undiscounted cash flows. If the intangible asset is considered to be
      impaired, the impairment loss is measured as the amount by which the
      carrying amount of the intangible asset exceeds the fair value of the
      intangible asset, calculated using a discounted future cash flow analysis.
      The Company uses estimates and judgments in its impairment tests, and if
      different estimates or judgments had been utilized, the timing or the
      amount of the impairment charges could be different.


                                       10
<PAGE>

      Effective January 1, 2005, the Company adopted Statement of Financial
      Accounting Standards No. 144 (ASC 360), "Accounting for the Impairment or
      Disposal of Long-Lived Assets" ("SFAS 144") (ASC 360), which addresses
      financial accounting and reporting for the impairment or disposal of
      long-lived assets and supersedes SFAS No. 121, "Accounting for the
      Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
      Of," and the accounting and reporting provisions of APB Opinion No. 30,
      "Reporting the Results of Operations for a Disposal of a Segment of a
      Business." The Company periodically evaluates the carrying value of
      long-lived assets to be held and used in accordance with SFAS 144 (ASC
      360). SFAS 144 (ASC 360) requires impairment losses to be recorded on
      long-lived assets used in operations when indicators of impairment are
      present and the undiscounted cash flows estimated to be generated by those
      assets are less than the assets' carrying amounts. In that event, a loss
      is recognized based on the amount by which the carrying amount exceeds the
      fair market value of the long-lived assets. Loss on long-lived assets to
      be disposed of is determined in a similar manner, except that fair market
      values are reduced for the cost of disposal.

      Basic and Diluted Earnings Per Share

      Earnings per share are calculated in accordance with the Statement of
      financial accounting standards No. 128 (SFAS No. 128) (ASC260), "Earnings
      per share". SFAS No. 128 superseded Accounting Principles Board Opinion
      No.15 (APB 15). Net income (loss) per share for all periods presented has
      been restated to reflect the adoption of SFAS No. 128 (ASC260). Basic net
      income (loss) per share is based upon the weighted average number of
      common shares outstanding. Diluted net loss per share is based on the
      assumption that all dilutive convertible shares and stock options were
      converted or exercised. Dilution is computed by applying the treasury
      stock method. Under this method, options and warrants are assumed to be
      exercised at the beginning of the period (or at the time of issuance, if
      later), and as if funds obtained thereby were used to purchase common
      stock at the average market price during the period. Basic and diluted
      earnings per share were $0.03 for the three month periods ended March 31,
      2010 and 2009 respectively.

      Recent Accounting Pronouncements

      In September 2009, the Financial Accounting Standards Board ("FASB")
      issued guidance related to revenue recognition for multiple element
      deliverables which eliminates the requirement that all undelivered
      elements must have objective and reliable evidence of fair value before a
      company can recognize the portion of the consideration that is
      attributable to items that already have been delivered. Under the new
      guidance, the relative selling price method is required to be used in
      allocating consideration between deliverables and the residual value
      method will no longer be permitted. This guidance is effective
      prospectively for revenue arrangements entered into or materially modified


                                       11
<PAGE>

      in 2011 although early adoption is permitted. A company may elect, but
      will not be required, to adopt the amendments retrospectively for all
      prior periods. The Company is currently evaluating this guidance and has
      not yet determined the impact, if any, that it will have on the
      consolidated financial statements.

      In June 2009, the FASB issued ASC 105 (previously SFAS No. 168, "The FASB
      Accounting Standards Codification and the Hierarchy of Generally Accepted
      Accounting Principles ("GAAP")" - a replacement of FASB Statement No.
      162), which will become the source of authoritative accounting principles
      generally accepted in the United States recognized by the FASB to be
      applied to nongovernmental entities.

      In June 2009, the FASB issued ASC 855 (previously SFAS No. 165,
      "Subsequent Events"), which establishes general standards of accounting
      for and disclosures of events that occur after the balance sheet date but
      before the financial statements are issued or available to be issued. It
      is effective for interim and annual periods ending after June 15, 2009.
      There was no material impact upon the adoption of this standard on the
      Company's consolidated financial statements.

      In June 2009, the FASB issued ASC 860 (previously SFAS No. 166,
      "Accounting for Transfers of Financial Assets") , which requires
      additional information regarding transfers of financial assets, including
      securitization transactions, and where companies have continuing exposure
      to the risks related to transferred financial assets. SFAS 166 eliminates
      the concept of a "qualifying special-purpose entity," changes the
      requirements for derecognizing financial assets, and requires additional
      disclosures. SFAS 166 is effective for fiscal years beginning after
      November 15, 2009. There was no material impact upon the adoption of this
      standard on the Company's consolidated financial statements.

      In June 2009, the FASB issued ASC 810 (previously SFAS No. 167) for
      determining whether to consolidate a variable interest entity. These
      amended standards eliminate a mandatory quantitative approach to determine
      whether a variable interest gives the entity a controlling financial
      interest in a variable interest entity in favor of a qualitatively focused
      analysis, and require an ongoing reassessment of whether an entity is the
      primary beneficiary. These amended standards are effective for us
      beginning in the first quarter of fiscal year 2010. There was no material
      impact upon the adoption of this standard on the Company's consolidated
      financial statements

      In August 2009, the FASB issued Accounting Standards Update ("ASU")
      2009-05, which amends ASC Topic 820, Measuring Liabilities at Fair Value,
      which provides additional guidance on the measurement of liabilities at
      fair value. These amended standards clarify that in circumstances in which
      a quoted price in an active market for the identical liability is not
      available, we are required to use the quoted price of the identical
      liability when traded as an asset, quoted prices for similar liabilities,
      or quoted prices for similar liabilities when traded as assets. If these
      quoted prices are not available, we are required to use another valuation
      technique, such as an income approach or a market approach. These amended

                                       12
<PAGE>

      standards became effective for us beginning in the fourth quarter of
      fiscal year 2009 and there was no material impact upon the adoption of
      this standard on the Company's consolidated financial statements.

      Reclassifications

      Certain reclassifications have been made in prior years' financial
      statements to conform to classifications used in the current year.

Note 3 - DEPOSIT FOR LAND USE RIGHT

      The company has deposited amounts with the local government, for land use
      rights amounting $17,580,357 and $17,580,099 (RMB 120,000,000) as of March
      31, 2010 and December 31, 2009, for obtaining land use rights in PRC. The
      Company intends to utilize the land for the development of new project. To
      obtain the land use rights from the Government, the Company is required to
      pay the demolish fee associated with the obtaining of the land use rights
      amounting $21,975,446 (RMB 150,000,000). As of March 31, 2010, the
      demolish fee was not deposited with the government, therefore, the
      official title of land use right has not been transferred to the Company.
      The deposit for land use rights was guaranteed by the asset of the
      shareholder company.

Note 4 - PROPERTY AND EQUIPMENT

      As of March 31, 2010 and December 31, 2009, the property and equipment of
      the Company consisted of the following:

                                                   3/31/2010        12/31/2009

      Buildings                                   $ 7,216,495      $ 7,216,389
      Infrastructure and Leasehold Improvement      1,784,443        1,784,416
      Furniture and fixtures                        1,620,256        1,655,996
      Equipments                                    1,971,701        1,971,673
      Automobiles                                     313,520          313,516
                                                   12,906,415       12,941,990
      Accumulated Depreciation                     (6,877,334)      (6,815,911)
                                                  -----------      -----------
          Property and Equipment, net            $  6,029,081      $ 6,126,079
                                                 ============      ===========


      The Company had depreciation expenses of $ 123,338.59 and $96,740.65 for
      the three month periods ended March 31, 2010 and 2009 respectively. Parts
      of depreciation expenses amounted of $78,662 and $78,437.92 in three month
      periods ended March 31, 2010 and 2009 have been presented as cost of
      sales.

                                       13
<PAGE>


Note 5 - LAND USE RIGHT

      According to the laws of China, the State owns all the land in China.
      Companies or individuals are authorized to possess and use the land only
      through land use rights granted by the Chinese government. Land use rights
      are being amortized using the straight-line method over the lease term of
      40 to 68 years.

      As of March 31, 2010 and December 31, 2009, the land use rights of the
      Company consisted of the following:

                                                3/31/2010      12/31/2009

      Land use rights                         $  341,474    $  3,341,425
      Accumulated amortization                  (854,012)       (837,886)
                                              ----------   -------------

      Land use rights, net                    $2,487,462    $  2,503,539
                                              ----------    ------------


      The Company had amortization expenses of $16,110 and $12,867 as of March
      31, 2010 and 2009. The amortization expenses for land use right for next
      five years after March 31, 2010 are as follows:

                  2010                  $       48,330
                  2011                          64,440
                  2012                          64,440
                  2013                          64,440
                  2014                          64,440
                  After                      2,181,372
                                          ------------
                    Total                  $ 2,487,462
                                           ===========


Note 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

      The Company's accounts payable and accrued expenses as of March 31, 2010
      and December 31, 2009 are summarized as follows:

                                                3/31/2010      12/31/2009

      Accounts payables                     $    150,749      $  274,171
      Other payables                             355,865         364,752
      Accrued payroll                             40,999          40,998
      Accrued expenses                            72,332          64,841
                                            ------------    ------------
      Total accounts payables and
         accrued expenses                     $  619,945       $ 744,762
                                              ==========       =========

                                       14
<PAGE>

Note 7 - DEFERRED REVENUE

      The company has recorded deferred revenue of $152,069 and $188,273 as of
      March 31, 2010 and December 31, 2009. Deferred revenue represents advances
      from customers for using the resort facilities within the next twelve
      month period.


Note 8- TAX PAYABLES

      As of March 31, 2010 and December 31, 2009, tax payables are summarized as
follows:

                                               3/31/2010       12/31/2009

             Income tax payable              $  5,495,909     $ 5,286,176
             Business tax payable               1,143,923       1,101,154
             VAT payable                               42              42
             Other taxes payable                  131,356         130,171
                                             ------------     -----------

             Tax payable                     $  6,771,230     $ 6,517,543
                                             ============     ===========

Note 9 - INCOME TAXES

      The Company is registered in the State of Nevada and has registered
      primarily in two tax jurisdictions - the PRC and the United States. For
      certain operations in US and China, the Company has incurred net
      accumulated operating losses for income tax purposes The Company believes
      that it is more likely than not that these net accumulated operating
      losses will not be utilized in the future. Therefore, the Company has
      provided full valuation allowance for the deferred tax assets arising from
      the losses at these locations as of March 31, 2010. Accordingly, the
      Company has no net deferred tax assets.

      The provision for income taxes consists of the following for the three
      month periods ended March 31, 2010 and 2009:

                                                          2010          2009
         US Current Income Tax Expense (Benefit)

         Federal                                      $      --      $     --
         State                                               --            --
         PRC Current Income Expense (Benefit)           209,615       157,498
                                                      ---------      --------

         Total Provision for Income Tax               $ 209,615      $157,498
                                                      =========      ========


                                       15
<PAGE>


      The following is a reconciliation of the provision for income taxes at the
      U.S. federal income tax rate to the income taxes reflected in the
      Statement of Operations:


                                                  2009              2008
                                                 -----              -----
            Tax expense (credit) at                34%               34%
            statutory rate - federal

            State tax expense net of federal
            tax                                     6%                6%

            Valuation allowance                   (40%)             (40%)

            Foreign income tax - PRC               25%               25%
                                                ------            ------
            Tax expense (benefit) at actual
            rate                                   25%               25%
                                                ======            ======

      United States of America
      ------------------------

      As of March 31, 2010, the Company in the United States had approximately
      $1,234,128 in net operating loss carry forwards available to offset future
      taxable income. Federal net operating losses can generally be carried
      forward 20 years. The deferred tax assets for the United States entities
      at March 31, 2010 consists mainly of net operating loss carry forwards and
      were fully reserved as the management believes it is more likely than not
      that these assets will not be realized in the future.

      The following table sets forth the significant components of the net
      deferred tax assets for operation in the US as of March 31, 2010 and
      December 31, 2009.

                                                3/31/2010      12/31/2009
                                                ---------      ----------

               Net operation loss carry
               forward                        $ 1,234,128      $1,205,880


               Total deferred tax assets          419,603         409,999

               Less: valuation allowance         (419,603)       (409,999)
                                              -----------      ----------
               Net deferred tax assets        $        --      $       --
                                              -----------      ----------
      People's Republic of China (PRC)

      Pursuant to the PRC Income Tax Laws, the Enterprise Income Tax ("EIT") is
      at a statutory rate of 33%, which is comprises of 30% national income tax
      and 3% local income tax. Beginning January 1, 2008, the new Enterprise
      Income Tax ("EIT") law has replaced the existing laws for Domestic
      Enterprises ("DES") and Foreign Invested Enterprises ("FIEs"). The new
      standard EIT rate of 25% replaced the 33% rate currently applicable to
      both DES and FIEs. The two years tax exemption, three years 50% tax

                                       16
<PAGE>

      reduction tax holiday for production-oriented FIEs will continue until the
      tax exemption period expires. The applicable new EIT for the Company is
      25%. The Company paid $0 of income tax payable as of March 31, 2010 and
      2009.

   Deferred income tax assets

       Deferred income taxes are determined using the liability method for the
       temporary differences between the financial reporting basis and income
       tax basis of the Company's assets and liabilities. Deferred income taxes
       are measured based on the tax rates expected to be in effect when the
       temporary differences are included in the Company's tax return. Deferred
       tax assets and liabilities are recognized based on anticipated future tax
       consequences attributable to differences between financial statement
       carrying amounts of assets and liabilities and their respective tax
       bases. The Company's deferred tax assets represent deductible temporary
       differences arising mainly from the other payables.

       The Company did not have any significant deferred income tax in PRC as of
       March 31, 2010 and December 31, 2009.

Note 10 - MANAGEMENT FEE AGREEMENTS

      The Company entered into five management agreements with Shanxi New
      Taohuayuan Economy Trade Company Limited and Shanxi Wenhao Group and its
      subsidiary on various time for a period of five years. Shanxi New
      Taohuayuan Economy Trade Company Limited and Shanxi Wenhao Group and its
      subsidiary are related parties. The annual management fees are fixed at
      approximately $2,020,291 (RMB13,800,000). For the three month periods
      ended March 31, 2010 and 2009, the Company earned $505,339 and $503,900 in
      management fees, respectively. There is a bonus management fee clause
      contained in the agreement calculated at 15% on the excess of the actual
      revenue over targeted revenue, as defined therein. No bonus management
      fees have been earned to date (See Note 12 for details).

Note 11 -RELATED PARTIES TRANSACTIONS

      The Company has identified the following related parties:

      Dongjin Taoyuan Co., Limited - a stockholder of the Company in which the
      CEO has control and a beneficial interest.

      Shanxi Wenhao Zaliang Shifu Co., Limited ("Wenhao Group") - a stockholder
      of the Company in which the CEO has control and a financial interest.

      Shanxi Xianyong Luye Developing Co., Limited - a stockholder of the
      Company in which the CEO has control and a beneficial interest.


                                       17
<PAGE>

      Shaanxi Economic and Trade Co., Limited - a stockholder of the Company in
      which CEO has control and a beneficial interest.

      The Company as of March 31, 2010 had receivable $130,736 from Shanxi NTHY
      - Dongjing Taoyuan Co. Ltd. $377,892 from the Wenhao Group, $23,720 from
      Shanxi Xianyong Luye Developing Co., Ltd. These receivables are unsecured,
      interest-free and have no fixed repayment terms. The Company has
      classified these receivables as due from related parties under current
      assets.

      The Company as of December 31, 2009 had receivable $169,321 from Shanxi
      NTHY - Dongjing Taoyuan Co. Ltd. $380,886 from the Wenhao Group, $20,760
      from Shanxi Xianyong Luye Developing Co., Ltd. These receivables are
      unsecured, interest-free and have no fixed repayment terms. The Company
      has classified these receivables as due from related parties under current
      assets.

      As of March 31, 2010, company has payable $23,440 from Shanxi Economic and
      Trade Co., Limited and there were no related parties' payables as of
      December 31, 2009.

Note 12 -- COMMITMENTS

      Following are some of the significant commitments as of March 31, 2010 and
2009:

      1. Management Agreements with Shanxi New Taohuayuan Tourism & Trading Co.
         Ltd. - Dongjin Taoyuan Branch and Shanxi Wenhao Taoyuan Nanlu Branch

      On January 15, 2004 the Company signed two five-year agreements with
      Shanxi New Taohuayuan Tourism & Trading Co. Ltd - Dongjin Taoyuan Branch
      and Xi'an Taoyuan Nanlu Branch to manage the restaurants. The company will
      perform management and operation function including advertising,
      marketing, human resources and accounting on monthly basis. The Company
      will receive RMB 3,500,000 from each of the restaurant respectively as
      basic annual management fees, paid quarterly. In addition, if the annual
      revenue exceeds the targeted amount, the company will be compensated for
      additional 15% of the revenue as bonus. The agreements expired on Jan 14,
      2009. The company extended the agreements for 5 years and the new
      agreements will expire on Jan. 9, 2014. For the three month periods ended
      March 31, 2010, the management fees earned amounting to $126,993 and
      $128,538 respectively based upon the agreements. And for the three months
      periods ended March 31, 2009, the management fee earned amounting to
      $127,801 and $127,801.

      2. Management Agreements with Shanxi Wenhao Zaliang Co. Ltd - Xi'an
         Nanerhuan Branch, Yuantaizu Branch and Beijing Branch

      On January 10, 2006 the Company signed three five-year agreements with
      Shanxi Wenhao Zaliang Co. Ltd - Xi'an Nanerhuan Branch, Yuantaizu Branch


                                       18
<PAGE>

      and Beijing Branch respectively to manage the restaurants. The company
      will perform management and operation function including advertising,
      marketing, human resources and accounting on monthly basis. The Company
      will receive RMB 3,600,000, RMB 1,800,000 and RMB 1,400,000 from each of
      these restaurants respectively as basic annual management compensation,
      paid quarterly. In addition, if the annual revenue exceeds the targeted
      amount, the company will be compensated for additional 15% of the revenue
      as bonus. The agreements will expire on January 10, 2011. For the three
      month periods ended March 31, 2010, the management fees earned amounting
      $132,250, $66,292 and $51,266 respectively based upon the agreements. And
      for the three months periods ended March 31, 2009, the management fee
      earned amounting to $131,452, $65,726 and $51,120.

      3. New Taohuayuan Decoration Project agreements with Shanxi Traditional
      Decoration Co., Ltd.

      On Mar. 15, 2006, the company signed a decoration agreement with Shanxi
      Traditional Decoration Co. Ltd for company's Decoration Project. The
      company hired the Shanxi Traditional Decoration Co. Ltd., to do decoration
      work on its property with the commitment to pay RMB 80,000,000 as total
      compensation. The company will pay 30% of the amount at the beginning of
      the construction, 30% will be paid on 50% completion and 40% after the
      project is completed. The company is also responsible for appointing the
      third party as supervisor to monitor the project and to protect the
      surrounding environment. The project started on April 1st, 2006 and will
      be finished in June 2012. The project was delayed because of public
      facility construction. As of March 31, 2010, the Company has paid
      $5,105,629 to the said contractor included in construction in progress.

      4.  Lantian Xintianyou Garden Green Project Agreement with Shanxi Qinghua
          Green Project Co.,Ltd.

      On May 15, 2007, the company signed an agreement with Shanxi Qinghua Green
      Co. Ltd for the afforesting project of Lantian Xintianyou Garden Green.
      The company hired Shanxi Oinghua Green Project Co. Ltd., to perform
      afforesting work on the garden with the commitment to pay RMB 50,000,000
      as total compensation. The company will pay 30% of the amount at the
      inception of the construction, 35% will be paid on 50% completion and 30%
      after the project completes. The final 5% will be held as project quality
      insurance deposit. After the project completed, Shanxi Qinghua Green
      Co.,Ltd will be responsible for the maintenance of the garden and the
      company will pay RMB 1,250,000 as annual compensation for services. The
      project started on Oct. 6, 2007 and will be finished in June 2012. The
      project was delayed because of public facility construction. As of March
      31, 2010, the Company has paid $13,499,150 to the said contractor included
      in construction in progress.

                                       19
<PAGE>

      5. Lantian Xintianyou Garden Project

      The Company entered an agreement with Lantian County, Xian City, Shanxi
      Province to offer a new project's development - Lantian Xingtianyou
      Project in 2003. The Company acquired a land (4512 Mu) in Lantian County
      and committed to finish the project in one year. The project has been
      started since 2004. However, the Company paid amount of $17,580,357 (RMB
      120,000,000) as land cost in 2006 but the title is not yet transferred to
      the Company without paying the demolish fee associated with the project
      (See note 3 for details).

Note 13- STATUTORY RESERVE AND STATUTORY COMMON WELFARE FUND

      As stipulated by the Company Law of the People's Republic of China (PRC),
      net income after taxation can only be distributed as dividends after
      appropriation has been made for the following:

     i.   Making up cumulative prior years' losses, if any;

     ii.  Allocations  to the  "Statutory  surplus  reserve"  of at least 10% of
          income  after  tax,  as  determined  under  PRC  accounting  rules and
          regulations, until the fund amounts to 50% of the Company's registered
          capital;

     iii. Allocations  of 5-10% of income  after tax,  as  determined  under PRC
          accounting rules and regulations,  to the Company's  "Statutory common
          welfare  fund",  which is  established  for the  purpose of  providing
          employee  facilities  and other  collective  benefits to the Company's
          employees; and

     iv.  Allocations to the discretionary  surplus reserve,  if approved in the
          stockholders' general meeting.

      In accordance with the Chinese Company Law, the company reserved $62,885
      and $47,249 statutory fund for the three month periods ended March 31,
      2010 and 2009 respectively.

      According to the new Company Law of the People's Republic of China (PRC)
      executed in 2006, the Company is no more required to reserve the
      "Statutory common welfare fund". Accordingly, the Company did not reserve
      the common welfare fund as of March 31, 2010.

Note 14 - STOCKHOLDERS' EQUITY

      In January 2007, the Company entered into an agreement with outside third
      party to provide consulting services. As part of agreement the Company
      agreed to issue 1,699,999 shares of common stock at discount at $0.05 per
      share or $85,000 for cash. The consulting company will provide consulting

                                       20
<PAGE>

      service to the Company during the six month periods starting January 2007.
      The fair market value of the common stocks of the company was $0.55 on the
      agreement date. Accordingly the Company booked $85,000 as compensation
      expense after accounting for the shares issued at discount price of $0.05
      for the said stock issuance as of December 31, 2007.

      Since the consulting company did not provide the services to the company's
      satisfaction, on February 28, 2008, the Company's directors adopted a
      resolution authorizing the repurchase of these shares at a price of $0.05
      per share. As of March 31, 2010, the consulting company has not sold any
      of these shares to the Company.

Note 15 - OTHER COMPREHENSIVE INCOME

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

                                                    Foreign Currency
                                                 Translation Adjustment

            Balance at December 31.2009                $ 5,481,382
            Change in 2010                                     665
                                                       -----------
            Balance at March 31, 2010                  $ 5,482,047
                                                       ===========


Note 16- SEGMENT REPORTING

      The Company had two principal operating segments which were: resort income
      and management fee income. These operating segments were determined based
      on the nature of the services provided. Operating segments are defined as
      components of an enterprise about which separate financial information is
      available that is evaluated regularly by the chief operating
      decision-maker in deciding how to allocate resources and in assessing
      performance. The Company's chief executive officer and chief financial
      officer have been identified as the chief operating decision makers. The
      Company's chief operating decision makers direct the allocation of
      resources to operating segments based on the profitability, cash flows,
      and other measurement factors of each respective segment.

      The Company evaluates performance based on several factors, of which the
      primary financial measure is business segment income before taxes. The
      segments' accounting policies are the same as those described in the
      summary of significant accounting policies. The following table shows the
      operations of the Company's reportable segments:


                                       21
<PAGE>

                                                    For the three month periods
                                                         ended March 31,
                                                    ---------------------------
                                                       2010             2009
Revenues
   Resort income from unaffiliated customers       $ 1,162,268     $  1,135,224
   Management fee income from affiliated customers     505,337          503,900
                                                   -----------     ------------
   Consolidated                                    $ 1,667,605     $  1,639,125
                                                   -----------     ------------

Operating income
   Resort income                                   $   370,000     $    207,313
   Management fee income                               505,337          503,900
   Corporation (1)                                     (35,735)         (84,495)
                                                   -----------     ------------
   Consolidated                                    $   839,602     $    626,719
                                                   -----------     ------------

Net income (loss) before taxes
   Resort income                                   $   368,859     $    179,063
   Management fee income                               505,337          377,925
   Corporation (1)                                     (35,735)         (84,495)
                                                   -----------     ------------
   Consolidated                                    $   838,461     $    472,493
                                                   -----------     ------------

Identifiable assets:
   Resort income                                   $26,739,519     $ 27,107,701
   Corporation (1)                                  18,604,779       14,223,297
                                                   -----------     ------------
   Consolidated                                   $ 45,344,298     $ 41,330,997
                                                   -----------     ------------

Depreciation and amortization:
   Resort income                                  $    139,449     $    109,608
                                                   -----------     ------------

Capital expenditures:
   Resort income                                  $    (30,815)    $         --
   Corporation (1)                                   1,033,891        1,132,973
                                                   -----------     ------------
   Consolidated                                   $  1,003,076     $  1,132,973
                                                   -----------     ------------

(1) Unallocated income (loss) from Operating income (loss) and Net income (loss)
    before taxes are primarily related to general corporate expenses and capital
    expenditure for new project.


                                       22
<PAGE>

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

      You should read the following discussion and analysis of our financial
condition and results of operations in conjunction with our financial statements
and the related notes included elsewhere in this report. Our financial
statements have been prepared in accordance with U.S. GAAP. In addition, our
financial statements and the financial data included in this report reflect our
reorganization and have been prepared as if our current corporate structure had
been in place throughout the relevant periods. The following discussion and
analysis contains forward-looking statements that involve risks and
uncertainties. Actual results could differ materially from those projected in
the forward-looking statements.

                                    Overview

      We own and operate the Taohuayuan Inn hotel and resort located in the city
of Xi'an, province of Shaanxi, in the PRC. The Taohuayuan Inn has 23 courtyards
with 146 rooms and 292 beds.

      We manage the DongJin Taoyuan Villas, a hotel and resort property
approximately 10 miles from downtown Xi'an. DongJin Taoyuan Villas has 84 rooms
and 168 beds. This property closed for major remodeling in 2006 and reopened in
September 2009.

      We also manage a chain of four traditional Chinese restaurants. Two of the
restaurants are in Xi'an, and one is in Beijing.

      We receive fees for managing the DongJin Taoyuan Villas and the three
restaurants. The agreements relating to the management of these properties are
discussed in more detail in Item 1 of this report.

      Room rates in the Shaanxi province are established by the Shaanxi Price
Bureau. Room rates are established for each hotel or resort in the Shaanxi
Province and are based upon a number of factors, including the quality of the
property and amenities offered. Room rates may be changed at any time by the
Shaanxi Price Bureau based upon economic conditions in China.

      Our business is not seasonal in nature.

Results of Operations

Three Months Ended March 31, 2010

      Material changes of items in our Statement of Operations for the three
months ended March 31, 2010, as compared to the three months ended March 31,
2009, are discussed below:


                                       1
<PAGE>


                         Increase (I)
Item                    or Decrease (D)   Reason

General and Administrative
  Expenses                      D         Reduction in fuel costs.

Foreign Currency
   Translation Gain (loss)      I         Change in currency exchange rates.

Liquidity and Capital Resources

     Our material  sources and (uses) of cash during the year ended December 31,
2009 are shown in our  Statement  of Cash Flows which are part of the  financial
statements included with this report.

      We intend to develop an 848 acre commercial and residential development in
Lantian, a city located approximately 23 miles from Xi'an and a 150 room hotel
and resort in Xi'an. As of March 31, 2010 we had not started actual construction
work on these projects.

      We have financed our operations to date through the sale of our common
stock and cash generated by our operations. As of March 31, 2010 expenditures
for the Lantian and New Hainan projects have been funded with cash from our
operations and proceeds from the sale of our common stock. We expect to finance
the remaining costs for the Lantian and New Hainan projects through cash from
our operations and loans. Loans would be collateralized by the property and
issued in conjunction with the government. However, required financing may not
be available to us, in which case the development of the projects may take
additional time or we may be unable to develop the projects. At present, we do
not have any lines of credit or other bank financing arrangements.

      We do not know of any trends, events or uncertainties that have, or are
reasonably likely to have, a material impact on our short-term or long-term
liquidity other than our need to pay the taxes and surcharges which we have
accrued as liabilities on our December 31, 2009 balance sheet.

Restrictions on currency exchange

     Substantially  all of our  projected  revenues and  operating  expenses are
denominated in Renminbi.  The Renminbi is currently freely convertible under the
"current account",  which includes dividends,  trade and service-related foreign
exchange  transactions,  but not under the  "capital  account",  which  includes
foreign direct investment and loans.

     We may  purchase  foreign  exchange  for  settlement  of  "current  account
transactions",  including payment of dividends to our shareholders,  without the
approval of the State  Administration  for Foreign Exchange.  We may also retain
foreign  exchange in our current  account,  subject to a ceiling approved by the
State   Administration  for  Foreign  Exchange,   to  satisfy  foreign  exchange
liabilities or to pay dividends.  However, the Chinese government may change its


                                       2
<PAGE>

laws or  regulations  and limit or eliminate  our ability to purchase and retain
foreign currencies in the future.

     Since a significant  amount of our future  revenues will be  denominated in
Renminbi,  the existing  and any future  restrictions  on currency  exchange may
limit our ability to utilize revenues generated in Renminbi to fund any business
activities outside China or fund expenditures denominated in foreign currencies.

     Exchange rate  fluctuations may adversely affect our financial  performance
because of our foreign  currency  denominated  assets and  liabilities,  and may
reduce the value,  translated or converted,  as applicable into U.S. dollars, of
our net fixed assets, our earnings and our declared dividends.  We do not engage
in any  hedging  activities  in order to minimize  the effect of  exchange  rate
risks.

Reserves

      In accordance with current Chinese laws, regulations and accounting
standards, we are required to set aside as a general reserve at least 10% of our
respective after-tax profits. Appropriations to the reserve account are not
required after these reserves have reached 50% of our registered capital. These
reserves are created to fund potential operating losses and are not
distributable as cash dividends. We are also required to set aside between 5% to
10% of our after-tax profits to the statutory public welfare reserve. In
addition and at the discretion of our directors, we may set aside a portion of
our after-tax profits for enterprise expansion funds, staff welfare and bonus
funds and a surplus reserve. These statutory reserves and funds can only be used
for specific purposes and may not be used for dividends.

Critical Accounting Policies and Estimates

      We prepare financial statements in conformity with U.S. GAAP, which
requires us to make estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities on
the date of the financial statements, and the reported amounts of revenue and
expenses during the financial reporting period. We continually evaluate these
estimates and assumptions based on the most recently available information, our
own historical experience and various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Since the use of estimates is an
integral component of the financial reporting process, actual results could
differ from those estimates. Some of our accounting policies require higher
degrees of judgment than others in their application. We consider the policies
discussed below to be critical to an understanding of our financial statements
as their application assists management in making their business decisions


                                       3
<PAGE>


Revenue recognition

        We generally recognize service revenues when persuasive evidence of an
arrangement exists, services are rendered, the fee is fixed or determinable, and
collectibility is probable. Service revenues are recognized net of discounts.

Foreign currency translation

        We consider Renminbi as our functional currency as a substantial portion
of our business activities are based in Renminbi ("RMB"). However, we have
chosen the United States dollar as our reporting currency.

        Transactions in currencies other than the functional currency during the
year are translated into the functional currency at the applicable rates of
exchange prevailing at the time of the transactions. Monetary assets and
liabilities denominated in currencies other than the functional currency are
translated into the functional currency at the applicable rates of exchange in
effect at the balance sheet date. Exchange gains and losses are recorded in the
statements of operations.

      For translation of financial statements into the reporting currency,
assets and liabilities are translated at the exchange rate at the balance sheet
date, equity accounts are translated at historical exchange rates, and revenues,
expenses, gains and losses are translated at the weighted average rates of
exchange prevailing during the period. Translation adjustments resulting from
this process are recorded in accumulated other comprehensive income (loss)
within stockholders' equity.

Property, plant and equipment and depreciation

     Property,   plant  and  equipment  are  stated  at  cost  less  accumulated
depreciation.

     The  cost of an asset  consists  of its  purchase  price  and any  directly
attributable  costs of bringing the asset to its present  working  condition and
location for its intended use.  Expenditures incurred after the assets have been
put into operation, such as repairs and maintenance,  are normally recognized as
an expense in the period in which they are incurred.  In situations where it can
be clearly  demonstrated  that  expenditure  has  resulted in an increase in the
future economic benefits expected to be obtained from the use of the assets, the
expenditure is capitalized.

     When assets are sold or retired,  their costs and accumulated  depreciation
are  eliminated  from the  accounts  and any gain or loss  resulting  from their
disposal is included in the statement of operations.

     Depreciation  is  calculated  to write off the cost of property,  plant and
equipment over their estimated  useful lives as set out below,  from the date on
which  they  become  fully  operational  and after  taking  into  account  their
estimated residual values, using the straight-line method.


                                       4
<PAGE>


Item 4T.    Controls and Procedures

      Our Principal Executive and Financial Officer has evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period
covered by this report, and in her opinion our disclosure controls and
procedures are effective at the reasonable assurance level to ensure that
information is adequately disclosed.

      There were no changes in our internal controls over financial reporting
that occurred during the fiscal quarter ended March 31, 2010 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting as discussed above.


                                     PART II
Item 6.  Exhibits

Exhibits

31.1    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32      Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



                                       5
<PAGE>

                                   SIGNATURES


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



                                      NEW TAOHUAYUAN CULTURE TOURISM CO., LTD.


May 17, 2010                          By: /s/ Cai Danmei
                                          ------------------------------------
                                          Cai Danmei, Principal Executive,
                                            Financial and Accounting Officer