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 June 30, 2009

[  ]  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 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 August 10, 2009.



<PAGE>


         NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMIITED AND SUBSIDIARY


                   UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2009



                                TABLE OF CONTENTS


Unaudited consolidated Balance Sheets as of June 30, 2009
and December 31,2008                                                         1

Unaudited consolidated Statements of Operations for the three
and six month periods ended June 30, 2009 and 2008                           2

Unaudited consolidated Statements of Cash Flows for the six
month periods ended June 30, 2009 and 2008                                   3

Notes to consolidated financial statements                                4-16





<PAGE>


          NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                    AS OF JUNE 30, 2009 AND DECEMBER 31, 2008
                                   (UNAUDITED)


                                             June 30, 2009     December 31, 2008
                                             -------------     -----------------

                                     ASSETS
Current assets
   Cash and cash equivalents                 $     15,562        $     89,252
   Accounts receivable, net                         4,573              39,657
   Inventories                                     78,477              77,147
   Prepaid expenses and other current assets        2,619               2,501
   Due from related parties                       556,649             566,748
                                             -------------       -------------
      Total Current Assets                        657,879             775,305

Property & equipment, net                       6,124,122           6,489,210

Construction-in- progress                      15,253,477          13,134,481

Land use right, net                             2,528,764           2,566,063

Deposit for land use right                     17,531,557          17,588,860
                                             -------------       -------------
Total assets                                 $ 42,095,799        $ 40,553,918
                                             =============       =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
   Accounts payable and accrued expenses     $    747,798        $    627,391
   Deferred revenue                               115,286              60,217
   Taxes payable                                5,884,515           5,461,359
                                             -------------       -------------
   Total Current Liabilities                    6,747,599           6,148,967

Stockholders' equity
   Common stock, $.001 par value, 50,000,000
     shares authorized, 18,727,327 issued
     and outstanding as of June 30, 2009 and
     December 31, 2008                             18,727              18,727
   Preferred stock, $.001 par value, 10,000,000
     shares authorized, none issued and
     outstanding                                        -                   -
   Additional paid in capital                  15,855,727          15,855,727
   Statutory reserve                            2,391,264           2,285,706
   Other comprehensive income                   5,192,389           5,304,720
   Retained earnings                           11,890,093          10,940,071
                                             -------------       -------------
   Total stockholders' equity                  35,348,200          34,404,951
                                             -------------       -------------
Total liabilities and stockholders' equity   $ 42,095,799        $ 40,553,918
                                             =============       =============

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



                                       1
<PAGE>

          NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
      CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
        FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2009 AND 2008
                                   (UNAUDITED)

<TABLE>
<S>                                       <C>           <C>            <C>           <C>

                                         Three month periods           Six month periods
                                            ended June 30,               ended June 30,
                                         -------------------          -------------------
                                         2009           2008          2009           2008
                                         -------------------          -------------------
Net revenue
 Catering and hotel related
  services income                    $ 1,179,342    $ 1,171,976    $ 2,314,567    $ 2,198,624
 Management fee income                   504,395        496,489      1,008,296        978,696
                                     ------------   ------------   ------------   ------------
       Total net revenue               1,683,738      1,668,465      3,322,862      3,177,320

Cost of revenue                          532,827        527,470        872,921        768,159
                                     ------------   ------------   ------------   ------------
Gross profit                           1,150,911      1,140,995      2,449,942      2,409,161

Operating expenses
 General and administrative expenses     349,199        320,242        833,465        624,608
 Depreciation and amortization            27,972         45,997        216,018        129,994
                                     ------------   ------------   ------------   ------------
       Total operating expenses          377,170        366,239      1,049,482        754,602
                                     ------------   ------------   ------------   ------------
Income from operations                   773,740        774,756      1,400,459      1,654,559
                                     ------------   ------------   ------------   ------------
Other Income
 Interest income                             239            315            239            762
 Other income, net                         3,470          3,763          6,742          8,293
                                     ------------   ------------   ------------   ------------
       Total other income                  3,709          4,078          6,981          9,055
                                     ------------   ------------   ------------   ------------
Income before income taxes               777,449        778,834      1,407,440      1,663,614

Provision for income taxes               194,362        207,634        351,860        391,466
                                     ------------   ------------   ------------   ------------
Net income                               583,087        571,200      1,055,580      1,272,148

Other comprehensive item:
 Foreign currency translation
   gain(loss)                             50,947        692,615       (112,331)     1,936,859
                                     ------------   ------------   ------------   ------------
Net comprehensive income             $   634,034    $ 1,263,815    $   943,249    $ 3,209,007
                                     ============   ============   ============   ============
Earning per share:
 Basic & diluted earning per share   $      0.03    $      0.03    $      0.06    $      0.07
                                     ============   ============   ============   ============
Weighted average number of shares
outstanding:
 Basic & diluted weighted average
    number of shares                  18,727,327     18,727,327     18,727,327     18,727,327
                                     ============   ============   ============   ============
</TABLE>

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


                                       2
<PAGE>


          NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2009 AND 2008
                                   (UNAUDITED)

                                                        2009           2008
                                                    ------------  ------------

CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                         $ 1,055,580   $ 1,193,671
 Adjustments to reconcile net income to
  net cash provided by operating activities:
 Depreciation and amortization                          372,971       286,948
 Bad debt expense                                       104,992             -
 (Increase) / decrease in current assets:
   Accounts receivables                                 (23,348)        3,764
   Inventory                                             (1,582)       49,194
   Other receivables                                       (857)            -
   Prepaid expenses and other current assets                731        (1,132)
   Increase/(decrease) in current liabilities:
   Accounts payable and accrued expenses                122,479       (47,105)
   Taxes payable                                        441,050       489,975
   Deferred revenue                                      55,278       (42,464)
                                                    ------------  ------------

     Net cash provided by operating activities        2,127,293     1,932,850
                                                    ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Payment for construction in progress                (2,162,283)   (1,921,932)
 Advances to related parties                            (38,427)      (23,007)
                                                    ------------  ------------
 Net cash used in investing activities               (2,200,710)   (1,944,939)
                                                    ------------  ------------
 Effect of exchange rate changes on
  cash and cash equivalents                                (274)        2,587
                                                    ------------  ------------
 Net decrease in cash and cash equivalents              (73,690)       (9,501)

 Cash and cash equivalents, beginning balance            89,252        45,680
                                                    ------------  ------------
 Cash and cash equivalents, ending balance          $    15,562   $    36,179
                                                    ============  ============
SUPPLEMENTAL NONCASH FINANCIAL DISCLOSURES:

 Cash paid during the year for:
   Income tax payments                              $         -   $         -
                                                    ============  ============
   Interest payments                                $         -   $         -
                                                    ============  ============

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


                                       3
<PAGE>

          NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


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.

  Shaanxi New Taohuayuan Culture Tourism Company Limited ("Shaanxi NTHY") was
  incorporated in the People's Republic of China ("PRC") on August 3, 1997 as a
  limited liability company. Shaanxi 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
  Shaanxi NTHY on November 5, 2004, the Company acquired Shaanxi NTHY by issuing
  17,027,328 shares of its common stock to the original shareholders of Shaanxi
  NTHY in exchange for 100% of their membership interests (the "Merger"). As a
  result, the controlling member of Shaanxi NTHY has effective and actual
  operating control of the Company. The Merger was approved by the Shaanxi
  Ministry of Commerce on November 24, 2004. Since then, Shaanxi 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 Shaanxi 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

  Unaudited Interim Financial Information

  The accompanying unaudited consolidated financial statements have been
  prepared by New Taohuayuan Tourism Company Limited pursuant to the rules and
  regulations of the Securities and Exchange Commission (the "SEC") Form 10-QSB
  and Item 310 of Regulation S-B, and generally accepted accounting principles
  for interim financial reporting. The information furnished herein reflects all
  adjustments (consisting of normal recurring accruals and adjustments) which
  are, in the opinion of management, necessary to fairly present the operating
  results for the respective periods. Certain information and footnote
  disclosures normally present in annual consolidated financial statements
  prepared in accordance with accounting principles generally accepted in the
  United States of America have been omitted pursuant to such rules and
  regulations. These consolidated financial statements should be read in
  conjunction with the audited consolidated financial statements and footnotes
  included in the Company's Annual Report on Form 10-KSB as of December 31,
  2009. The results of the six month periods ended June 30, 2009 are not
  necessarily indicative of the results to be expected for the full year ending
  December 31, 2009.

  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).


                                       4
<PAGE>

          NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


  Foreign currency transactions and comprehensive income (loss)

  As of June 30, 2009, the accounts of Shaanxi 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, "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, "Reporting Comprehensive
  Income" as a component of shareholders' equity.

  During the six month ended June 30, 2009 and 2008 the transactions of Shaanxi
  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 Shaanxi 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. 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 collectibility is reasonably
  assured. Such service revenues are recognized net of discounts.

  The Company also generates management fee income in accordance with Shaanxi
  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.


                                       5
<PAGE>

          NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

  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, "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"). 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

  Beginning January 1, 2008, the new Enterprise Income Tax ("EIT") law will
  replace the existing laws for Domestic Enterprises ("DES") and Foreign
  Invested Enterprises ("FIEs"). The new standard EIT rate of 25% will replace
  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, "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"), "Disclosure
  About Segments of an Enterprise and Related Information" requires use of the
  "management approach" model for segment reporting. The management approach


                                       6
<PAGE>

          NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


  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, 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.

  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


                                       7
<PAGE>

          NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

  reserves. Reserves are recorded primarily on a specific identification basis.
  Allowance for doubtful accounts amounted to $118,065 and $28,872 at June 30,
  2009 and 2008 respectively.

  Inventory

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

  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, "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,
  intangible assets with definite lives are amortized over their estimated
  useful life and reviewed for impairment in accordance with SFAS No. 144,
  "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.


                                       8
<PAGE>

          NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


  Effective January 1, 2002, the Company adopted Statement of Financial
  Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
  Long-Lived Assets" ("SFAS 144"), 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. SFAS 144 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), "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. 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 $0.06 and $0.06 for the six month periods ended June
  30, 2009 and 2008 respectively.

  Recent Accounting Pronouncements

  On December 30, 2008 FASB issued FIN 48-3, "Effective Date of FASB
  Interpretation No. 48 for Certain Nonpublic Enterprises". This FSP defers the
  effective date of FASB Interpretation No. 48, Accounting for Uncertainty in
  Income Taxes, for certain non-public enterprises as defined in paragraph 289,
  as amended, of FASB Statement No. 109, Accounting for Income Taxes, including
  non-public not-for-profit organizations. However, non-public consolidated
  entities of public enterprises that apply U. S. GAAP are not eligible for the
  deferral. Nonpublic enterprises that have applied the recognition,
  measurement, and disclosure provisions of Interpretation 48 in a full set of
  annual financial statements issued prior to the issuance of this FSP also are
  not eligible for the deferral. This FSP shall be effective upon issuance. The
  Company does not believe this pronouncement will impact its financial
  statements.

  In January 2009, the FASB issued FSP EITF 99-20-1, "Amendments to the
  Impairment Guidance of EITF Issue No. 99-20, and EITF Issue No. 99-20,
  Recognition of Interest Income and Impairment on Purchased and Retained
  Beneficial Interests in Securitized Financial Assets" ("FSP EITF 99-20-1").
  FSP EITF 99-20-1 changes the impairment model included within EITF 99-20 to be
  more consistent with the impairment models of FAS No. 115. FSP EITF 99-20-1
  achieves this by amending the impairment model in EITF 99-20 to remove its
  exclusive reliance on "market participant" estimates of future cash flows used
  in determining fair value. Changing the cash flows used to analyze
  other-than-temporary impairment from the "market participant" view to a
  holder's estimate of whether there has been a "probable" adverse change in
  estimated cash flows allows companies to apply reasonable judgment in


                                       9
<PAGE>

  assessing whether an other-than-temporary impairment has occurred. The
  adoption of FSP EITF 99-20-1 will not have a material impact on the Company's
  consolidated financial statements.

  In June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of
  Financial Assets -- an amendment of FASB Statement No. 140" ("SFAS 166"),
  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.

  In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation
  No. 46(R)" ("SFAS 167"), which modifies how a company determines when an
  entity that is insufficiently capitalized or is not controlled through voting
  (or similar rights) should be consolidated. SFAS 167 clarifies that the
  determination of whether a company is required to consolidate an entity is
  based on, among other things, an entity's purpose and design and a company's
  ability to direct the activities of the entity that most significantly impact
  the entity's economic performance. SFAS 167 requires an ongoing reassessment
  of whether a company is the primary beneficiary of a variable interest entity.
  SFAS 167 also requires additional disclosures about a company's involvement in
  variable interest entities and any significant changes in risk exposure due to
  that involvement. SFAS 167 is effective for fiscal years beginning after
  November 15, 2009.

  In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
  Codification TM and the Hierarchy of Generally Accepted Accounting Principles
  ("SFAS No. 168"), which becomes effective for financial statements issued for
  interim and annual periods ending after September 15, 2009. SFAS No. 168
  replaces SFAS No. 162, The Hierarchy of Generally Accepted Accounting
  Principles. SFAS No. 168 identifies the sources of accounting principles and
  the framework for selecting principles used in the preparation of financial
  statements of nongovernmental entities that are presented in conformity with
  US GAAP (the GAAP hierarchy).

  Reclassifications - Certain amounts in the 2008 financial statements have been
  reclassified to conform to the 2009 presentation. These reclassifications had
  no effect on previously reported results of operations or retained earnings.

Note 3 - DEPOSIT FOR LAND USE RIGHT

  The company has deposited amounts with the local government, for land use
  rights amounting $17,531,557 (RMB 120,000,000) as of June 30, 2009, for the
  acquisition of a piece of land in PRC. The Company intends to acquire the land
  for the development of new project. To obtain the land use right from the
  Government, the Company is required to pay the demolish fee associated with
  the acquisition of the land use right amounting $21,914,446 (RMB 150,000,000).
  As of June 30, 2009, 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 right was guaranteed by the asset of the
  shareholder company.

Note 4 - PROPERTY AND EQUIPMENT

  As of June 30, 2009 and December 31, 2008, the property and equipment of the
  Company consisted of the following:


                                       10
<PAGE>

          NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                             6/30/2009       12/31/2008
                                           ------------------------------
         Buildings                           7,196,463        7,219,985
         Infrastructure and Leasehold
          Improvement                        1,779,489        1,785,306
         Furniture and fixtures              1,635,793        1,641,140
         Equipments                          1,973,109        1,979,558
         Automobiles                           312,650          313,672
                                           ------------------------------
                                            12,897,504       12,939,661
         Accumulated Depreciation           (6,773,382)      (6,450,451)
                                           ------------------------------
         Property and Equipment, net       $ 6,124,122      $ 6,489,210
                                           ==============================

  The Company had depreciation expenses of $344,025 and $255,747 for the six
  month ended June 30, 2009 and 2008 respectively.

Note 5 - LAND USE RIGHT

  According to the laws of China, the government 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 June 30, 2009 and December 31, 2008, the intangible assets of the
  Company consisted of the following:

                                               6-30-2009  12-31-2008
                                               ---------  ----------

                  Land use rights           $  3,332,199 $3,343,090
                                               --------- ----------
                  Accumulated amortization     (803,435)   (777,027)

                  Land use rights, net      $  2,528,764 $2,566,063
                                               --------- ----------

  The Company had amortization expenses of $28,946 and $32,744 as of June 30,
  2009 and 2008. The amortization expenses for land use right for next five
  years after June 30, 2009 are as follows:

        2010                                      $     57,892
        2011                                            57,892
        2012                                            57,892
        2013                                            57,892
        2014                                            57,892
        After                                        2,239,304
                                                  -------------
          Total                                   $  2,528,764
                                                  =============

Note 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

  The Company's accounts payable and accrued expenses as of June 30, 2009 and
  December 31, 2008 are summarized as follows:


                                       11
<PAGE>

          NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


            -------------------------------------------------------------
                                                  6-30-2009     12-31-08
            -------------------------------------------------------------
            Accounts payables                    $  180,101    $ 141,761
            -------------------------------------------------------------
            Other payables                          418,349      372,014
            -------------------------------------------------------------
            Accrued payroll                          76,987       41,019
            -------------------------------------------------------------
            Accrued expenses                         72,361       72,597
            -------------------------------------------------------------
            Total accounts payables and         $   747,798    $ 627,391
            accrued expenses
            -------------------------------------------------------------

Note 7 - DEFERRED REVENUE

  The company has recorded deferred revenue of $115,286 and $60,217 as of June
  30, 2009 and December 31, 2008. Deferred revenue represents advances from
  customers for using the resort facilities within the next twelve month period.

Note 8- TAX PAYABLES

  As of June 30, 2009 and December 31, 2008, tax payables are summarized as
follows:

                                           6/30/2009      12/31/2008
                                         ------------------------------
       Income tax payable                $ 4,872,548     $ 4,432,281
       Business tax payable                  987,872         904,104
       VAT payable                                50             109
       Other taxes payable                    24,046         124,865
                                         ------------    ------------
       Tax payable                       $ 5,884,515     $ 5,461,359
                                         ============    ============

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 June
  30, 2009. Accordingly, the Company has no net deferred tax assets.

  The provision for income taxes from operations on income consists of the
  following for the six month periods ended June 30, 2009 and 2008:

                                                     6-30-2009    6-30-2008
         US Current Income Tax Expense (Benefit)
         --------------------------------------------------------------------
         Federal                                     $       -    $        -
         State                                               -             -
                                                             -             -
         PRC Current Income Expense (Benefit)          351,860       391,466
         Total Provision for Income Tax              $ 351,86     $  391,466
         --------------------------------------------------------------------

                                       12
<PAGE>

          NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

  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:

            -------------------------------------------------------------
                                              6-30-2009     6-30-2008
            -------------------------------------------------------------
            Tax expense (credit) at                34%           34%
            statutory rate - federal
            -------------------------------------------------------------
            State tax expense net of federal        6%            6%
            tax
            -------------------------------------------------------------
            Valuation allowance                   (40%)         (40%)
            -------------------------------------------------------------
            Foreign income tax - PRC               25%           25%
            -------------------------------------------------------------
            Tax expense (benefit) at actual        25%           25%
            rate
            -------------------------------------------------------------

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

  As of June 30, 2009, the Company in the United States had approximately
  $1,030,721 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 June 30,
  2009 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 June 30, 2009 and 2008.

               ------------------------------------------------------
                                            6-30-2009     12-31-2008
               ------------------------------------------------------
               Net operation loss carry   $  1,030,721    $933,500
               forward
               ------------------------------------------------------
               Total deferred tax assets       257,680     317,500
               ------------------------------------------------------
               Less: valuation allowance      (257,680)   (317,500)
               ------------------------------------------------------
               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 will replace 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 the tax exemption period expires.
  The applicable new EIT for the Company is 25%. The Company paid $0 of income
  tax payable as of June 30, 2009 and 2008.

  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.


                                       13
<PAGE>

          NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


  The Company did not have any significant deferred income tax in PRC as of June
  30, 2009 and December 31, 2008.

Note 10 - MANAGEMENT FEE AGREEMENTS

  The Company entered into five management agreements with Shaanxi New
  Taohuayuan Economy Trade Company Limited and Shaanxi Wenhao Group and its
  subsidiary on various time for a period of five years. Shaanxi New Taohuayuan
  Economy Trade Company Limited and Shaanxi Wenhao Group and its subsidiary are
  related parties. The annual management fees are fixed at approximately
  $2,016,600 (RMB13,800,000). For the six month periods ended June 30, 2009 and
  2008, the Company earned $1,008,296 and $978,696 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:

  Chen Jingmin - a director and stockholder of the Company.

  Dongjin Taoyuan - a stockholder of the Company in which Chen Jingmin has
  control and a beneficial interest.

  Shaanxi New Taohuayuan Economy Trade Company Limited - the principal
  stockholder of the Company in which Chen Jingmin has control and a beneficial
  interest.

  Shaanxi Wenhao Zaliang Shifu Co., Limited - a stockholder of the Company in
  which Chen Jingmin has control and a financial interest. The Wenhao Group has
  various entities as noted below:

  Shaanxi Wenhao Dongjin Taohuyuan - part of Wenhao Group.
  Shaanxi Wenhao Naner Huan Wenhao - part of Wenhao Group.
  Shaanxi Wenhao Xijiao Wenhao(Taoyuan Nanlu Branch) - part of Wenhao Group.
  Shaanxi Wenhao Yuan Taizu - part of Wenhao Group

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

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

  The Company as of June 30, 2009 had receivable $168,127 from Shaani NTHY -
  Dongjing Taoyuan Co., $375,781 from the Wenhao Group, $12,740 from Shaanxi
  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, 2008 had receivable $128,460 from Shaani NTHY -
  Dongjing Taoyuan Co., $381,785 from the Wenhao Group, and $56,503 from Shaanxi
  Xianyong Luye Developing Co., Ltd. These receivables are unsecured,


                                       14
<PAGE>

          NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


  interest-free and have no fixed repayment terms. The Company has classified
  these receivables as due from related parties under current assets.

  As of June 30, 2009 and December 31, 2008, there were no related parties'
  payables.

Note 12 -- COMMITMENTS

  Following are some of the significant commitments as of June 30, 2009 and
  2008:

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

  On January 15, 2004 the Company signed two five-year agreements with Shannxi
  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 six month periods ended June 30, 2009, the management fees
  earned amounting to $255,727 and $255,727 respectively based upon the
  agreements.

  2. Management Agreements with Shaanxi 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 Shaanxi
  Wenhao Zaliang Co. Ltd - Xi'an Nanerhuan Branch, Yuantaizu Branch 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 9, 2010. For the six month periods ended June 30, 2009, the
  management fees earned amounting $263,034, $131,517 and $102,291 respectively
  based upon the agreements.

  3. Lantian Xintianyou Garden Decoration Project agreements with Shaanxi
  Traditional Decoration Co., Ltd.

  On Mar. 15, 2006, the company signed a decoration agreement with Shannxi
  Traditional Decoration Co. Ltd for Shannxi Lantian Xintianyou Garden
  Decoration Project. The company hired the Shannxi 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 2008. The project was delayed because of public facility
  construction. As of June 30, 2009, the Company has paid $3,484,397 to the said
  contractor included in construction in progress.


                                       15
<PAGE>

          NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


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

  On May 15, 2007, the company signed an agreement with Shannxi Qinghua Green
  Co. Ltd for the afforesting project of Lantian Xintianyou Garden Green. The
  company hired Shannxi 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, Shannxi 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 at the end of 2008. The project was delayed because of public
  facility construction. As of June 30, 2009, the Company has paid $11,769,081
  to the said contractor included in construction in progress.

  5.   Lantian Xintianyou Garden Project

  The Company entered an agreement with Lantian County, Xian City, Shaanxi
  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 $17,531,557 (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 C 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 $105,558 and
  $119,367 statutory fund for the six month periods ended June 30, 2009 and 2008
  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 June 30, 2009.


                                       16
<PAGE>

          NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 14 - RETIREMENT PLAN

  As stipulated by the rules and regulations in the PRC, the Company is required
  to contribute to a state-sponsored social insurance plan for all of its
  employees who are residents in the PRC at rates ranging from 12% to 17% of the
  basic salary of its employees. The Company has no further obligations for the
  actual pension payments or post-retirement benefits beyond the annual
  contributions. The state-sponsored retirement plan is responsible for the
  entire pension obligations payable to all employees.

Note 15 - 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 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 June 30, 2009, the consulting company has not sold any of these
  shares to the Company,

Note 16 - OTHER COMPREHENSIVE INCOME

  Balances of related after-tax components comprising accumulated other
  comprehensive income (loss), included in stockholders' equity, as of June 30,
  2009 and December 31, 2008 are as follows:

                                                 Foreign Currency
                                              Translation Adjustment
                                             --------------------------
                    Balance at December 31,     $      5,304,720
                     2008

                    Change in 2009                      (112,331)
                                             --------------------------
                    Balance at June 30, 2009    $      5,192,389
                                             ==========================

Note 17- 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


                                       17
<PAGE>

          NEW TAOHUAYUAN CULTURE TOURISM COMPANY LIMITED AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


  of significant accounting policies. The following table shows the operations
  of the Company's reportable segments:


                                        For the six month periods ended June 30,
                                            2009                       2008
Revenues
   Resort income from unaffiliated
     customers                         $    2,314,567           $    2,198,624
   Management fee income from
   affiliated customers                     1,008,296                  978,696
                                       ----------------------------------------
          Consolidated                 $    3,322,862           $    3,177,320
                                       ========================================

Operating income(loss)
   Resort income                       $      489,384           $     604,886
   Management fee income                    1,008,296                 978,696
   Corporation (1)                            (97,221)                 (7,500)
                                       ----------------------------------------
          Consolidated                 $    1,400,459           $   1,576,082
                                       ========================================
Net income (loss)
   Resort income                       $      396,579           $     467,149
   Management fee income                      756,222                 734,022
   Corporation (1)                            (97,221)                 (7,500)
                                       ----------------------------------------
          Consolidated                 $    1,055,580           $   1,193,671
                                       ========================================

Identifiable
assets:
  Resort income                        $   26,842,322           $  10,156,950
  Corporation (1)                          15,253,477              27,939,850
                                       ----------------------------------------
          Consolidated                 $   42,095,799           $  38,096,800
                                       ========================================

Depreciation and amortization:
   Resort income                       $      372,971           $     286,948
                                       ========================================

Capital
expenditures:
   Corporation (1)                     $    2,162,283           $   1,921,932
                                       ----------------------------------------
          Consolidated                 $    2,162,283           $   1,921,932
                                       ========================================


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



                                       18
<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 is expected
to reopen in June 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 and Six Months Ended June 30, 2009
----------------------------------------

      Material changes of certain items in our Statement of Operations for the
three and six months ended June 30, 2009, as compared to the three and six
months ended June 30, 2008, are discussed below:



                                       19
<PAGE>

                         Increase (I)
Item                   or Decrease (D) Reason
----                   --------------- ------

Operating Revenue           I          Increase in customers due to improvements
                                       made to our facilities and services.

Operating Expenses          I          Increase in employees and salaries.

Liquidity and Capital Resources

Our material sources and (uses) of cash during the six months ended June 30,
2009 are shown in our Statement of Cash Flows which are part of the financial
statements included with this report.

      As discussed in our annual report on Form 10-K for the year ended December
31, 2008, 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 July 31, 2009 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 July 31, 2009 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 June 30, 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


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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



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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.


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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 June 30, 2009 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.





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                                   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.


August 14, 2009                       By:  /s/ Cai Danmei
                                          ------------------------------------
                                          Cai Danmei, Principal Executive,
                                          Financial and Accounting Officer





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