UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





Form
10-Q





(Mark
      One)





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





For
the quarterly period ended March 31, 2009





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





For the
transition period from _______________ to _______________.





Commission
file number:  000-52739





YAFARM
TECHNOLOGIES, INC.


(Exact
name of registrant as specified in its charter)








Delaware
              (State
      or other jurisdiction of
              incorporation
      or organization)
            20-5156305
              (I.R.S.
      Employer
              Identification
      No.)197
      Route 18 South,
              Suite
      3000, PMB 4157
              East
      Brunswick, NJ
              (Address
      of principal executive offices)
            08816
              (Zip
      Code)(732)
      658-4280
              (Registrant’s
      telephone number, including area code)(Former
      name, former address and former fiscal year, if changed since last
      report.)








Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 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 xNo o





Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files).  Yes o    No x.





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.





Large accelerated
filer  o                                                                                                 
Accelerated filer  o





Non-accelerated filer   
o                                                  Smaller reporting company x


(Do not
check if a smaller reporting company)





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










1





Applicable
only to issuers involved in bankruptcy proceedings during the preceding five
years:





Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Sections
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a
court.  Yes o     No
x.





Applicable
only to corporate issuers:





Indicate the number of shares
outstanding of each of the issuer’s classes of common stock, as of the latest
practicable date.  As of May 19, 2009, there were 10,000,000 shares of
common stock, $0.001 par value, issued and outstanding.










2






YAFARM
TECHNOLOGIES, INC.








TABLE OF
CONTENTS










PART
      I – FINANCIAL INFORMATION
                      4ITEM
      1
                      Financial
      Statements
                      4ITEM
      2
                      Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                      11ITEM
      3
                      Quantitative
      and Qualitative Disclosures About Market Risk
                      15ITEM
      4T
                      Controls
      and Procedures
                      15PART
      II – OTHER INFORMATION
                      17ITEM
      1
                      Legal
      Proceedings
                      17ITEM
      1A
                      Risk
      Factors
                      17ITEM
      2
                      Unregistered
      Sales of Equity Securities and Use of Proceeds
                      17ITEM
      3
                      Defaults
      Upon Senior Securities
                      17ITEM
      4
                      Submission
      of Matters to a Vote of Security Holders
                      17ITEM
      5
                      Other
      Information
                      17ITEM
      6
                      Exhibits
                      18






3










PART
I – FINANCIAL INFORMATION





This Quarterly Report includes
forward-looking statements within the meaning of the Securities Exchange Act of
1934 (the “Exchange Act”).  These statements are based on management’s
beliefs and assumptions, and on information currently available to
management.  Forward-looking statements include the information
concerning our possible or assumed future results of operations set forth under
the heading “Management’s Discussion and Analysis of Financial Condition and
Results of Operations.”  Forward-looking statements also include
statements in which words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “estimate,” “consider” or similar expressions are used.





Forward-looking statements are not
guarantees of future performance.  They involve risks, uncertainties
and assumptions.  Our future results and shareholder values may differ
materially from those expressed in these forward-looking
statements.  Readers are cautioned not to put undue reliance on any
forward-looking statements.





ITEM
1                      Financial
Statements













4







YAFARM
TECHNOLOGIES, INC.


CONDENSED
CONSOLIDATED BALANCE SHEET


AS
OF MARCH 31, 2009





March
      31, 2009
                  
                  
                  December
      31, 2008(Unaudited)
                  
                  
                  (Audited)ASSETSCurrent
      AssetsCash
      and cash equivalents
                  
                  $
                  3,440
                  
                  
                  $
                  9,132Total
      Current Assets
                  
                  
                  3,440
                  
                  
                  
                  9,132Property
      and EquipmentComputer
      equipment
                  
                  
                  3,308
                  
                  
                  
                  3,308Accumulated
      depreciation
                  
                  
                  (2,904
                  )
                  
                  
                  (2,739
                  )Total
      Property and Equipment
                  
                  
                  404
                  
                  
                  
                  569Total
      Assets
                  
                  $
                  3,844
                  
                  
                  $
                  9,701LIABILITIES
      AND STOCKHOLDERS' EQUITY(DEFICIT)LiabilitiesCurrent
      LiabilitiesAccrued
      expenses and other payables
                  
                  $
                  4,706
                  
                  
                  $
                  3,248Related
      party payable
                  
                  
                  66,182
                  
                  
                  
                  64,568Total
      Current Liabilities
                  
                  
                  70,888
                  
                  
                  
                  67,816Long
      Term Liabilities
                  
                  
                  -
                  
                  
                  
                  -Total
      Long Term Liabilities
                  
                  
                  -
                  
                  
                  
                  -Total
      Liabilities
                  
                  
                  70,888
                  
                  
                  
                  67,816Stockholders'
      Equity (Deficit)
                  
                  
                  67,448
                  
                  
                  
                  58,684Convertible
      Preferred Stock -- 1,500,000 shares authorized
                    having
      a par value of $.001 per share; 0 shares issued and
                    outstandingPreferred
      stock -- 10,000,000 shares authorized having apar
      value of $.001 per share; 0 shares issued andoutstandingCommon
      stock -- 100,000,000 shares authorized having apar
      value of $.001 per share; 10,000,000 shares issuedand
      outstanding
                  
                  
                  10,000
                  
                  
                  
                  10,000Additional
      paid-in capital
                  
                  
                  26,188
                  
                  
                  
                  26,188Accumulated
      deficit
                  
                  
                  (103,232
                  )
                  
                  
                  (94,303
                  )Total
      Stockholders' Equity (Deficit)
                  
                  
                  (67,044
                  )
                  
                  
                  (58,115
                  )Total
      Liabilities and Stockholders' Equity (Deficit)
                  
                  $
                  3,844
                  
                  
                  $
                  9,701









The
accompanying notes are an integral part of these financial
statements






5










YAFARM
TECHNOLOGIES, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008


(Unaudited)








For
      the Three
                        Months
      Ended
                        March
      31, 2009
                        (Unaudited)
                      
                      
                      For
      the Three
                        Months
      Ended
                        March
      31, 2008
                        (Unaudited)Revenues,
      net of discounts
                      
                      $
                      -
                      
                      
                      $
                      -Operating
      Expenses
                      
                      
                      7,315
                      
                      
                      
                      15,189Net
      Income (Loss) from Operations
                      
                      
                      (7,315
                      )
                      
                      
                      (15,189
                      )Other
      Income (Expense)
                      
                      
                      -
                      
                      
                      
                      -Interest
      Expense
                      
                      
                      (1,614
                      )
                      
                      
                      (290
                      )Total
      Other Income (Expense)
                      
                      
                      (1,614
                      )
                      
                      
                      (290
                      )Net
      Income (Loss) before taxes
                      
                      
                      (8,929
                      )
                      
                      
                      (15,479
                      )Provision
      for Income Taxes (Benefit)
                      
                      
                      -
                      
                      
                      
                      -Net
      Income (Loss)
                      
                      $
                      (8,929
                      )
                      
                      $
                      (15,479
                      )Income
      (Loss) Per Share Basic and Fully Diluted
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.01
                      )Weighted
      Average Shares Outstanding Basic and Fully Diluted
                      
                      
                      10,000,000
                      
                      
                      
                      10,000,000








The
accompanying notes are an integral part of these financial
statements






6










YAFARM
TECHNOLOGIES, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008


(Unaudited)








For
      the Three
                            Months
      Ended
                            March
      31, 2009
                            (Unaudited)
                          
                          
                          For
      the Three
                            Months
      Ended
                            March
      31, 2008
                            (Unaudited)Cash
      Flows From Operating ActivitiesNet
      Income (Loss)
                          
                          $
                          (8,929
                          )
                          
                          $
                          (15,479
                          )Adjustments
      to reconcile net income (loss)to
      net cash from operating activities:Depreciation
      and Amortization
                          
                          
                          165
                          
                          
                          
                          269(Increase)/Decrease-Receivables
                          
                          
                          -
                          
                          
                          
                          5,000Increase/(Decrease)-Accrued
      Expenses
                          
                          
                          1,458
                          
                          
                          
                          (9,974
                          )Increase/(Decrease)-Related
      Party Payables
                          
                          
                          1,614
                          
                          
                          
                          (1,347
                          )Net
      Cash From Operating Activities
                          
                          
                          (5,692
                          )
                          
                          
                          (21,531
                          )Cash
      Flows From Financing ActivitiesProceeds
      from related party note payable
                          
                          
                          -
                          
                          
                          
                          20,000Net
      Cash From Financing Activities
                          
                          
                          -
                          
                          
                          
                          20,000Net
      Increase (Decrease) in Cash
                          
                          
                          (5,692
                          )
                          
                          
                          (1,531
                          )Beginning
      Cash Balance
                          
                          
                          9,132
                          
                          
                          
                          1,971Ending
      Cash Balance
                          
                          $
                          3,440
                          
                          
                          $
                          440Supplemental Disclosure of Cash Flow
      information:Cash
      paid during the period for interest
                          
                          $
                          -
                          
                          
                          $
                          -Cash
      paid during the period for income taxes
                          
                          $
                          -
                          
                          
                          $
                          -















7









YAFARM
TECHNOLOGIES, INC.
 Notes
to the Condensed Consolidated Financial Statements
 March
31, 2009
 (Unaudited)




NOTE A –
PRELIMINARY NOTE





The
accompanying condensed consolidated financial statements have been prepared
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. In the opinion of management, the interim condensed
financial statements reflect all adjustments, consisting of normal recurring
accruals, which are necessary for a fair statement of the results for the
period. Certain information and disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed interim
financial statements be read in conjunction with the financial statements and
notes thereto included in the Company’s Form 10-K for the year ended December
31, 2008.





YaFarm
Technologies, Inc. was formed as a corporation under the laws of the State of
Delaware on June 16, 2006. On July 31, 2006, YaFarm Technologies, Inc. acquired
YaFarm Group, LLC, a limited liability company formed under the laws of the
State of New Jersey on November 13, 2003. The acquisition was accounted for as a
reverse merger.





NOTE B –
NEW ACCOUNTING PRONOUNCEMENTS





In
December 2007, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 141(R), "Business Combinations." SFAS No. 141(R) changes the
accounting for and reporting of business combination transactions in the
following way: Recognition with certain exceptions, of 100% of the fair values
of assets acquired, liabilities assumed, and non controlling interests of
acquired businesses; measurement of all acquirer shares issued in consideration
for a business combination at fair value on the acquisition date; recognition of
contingent consideration arrangements at their acquisition date fair values,
with subsequent changes in fair value generally reflected in earnings;
recognition of pre-acquisition gain and loss contingencies at their acquisition
date fair value; capitalization of in-process research and development
(IPR&D) assets acquired at acquisition date fair value; recognition of
acquisition-related transaction costs as expense when incurred; recognition of
acquisition-related restructuring cost accruals in acquisition accounting only
if the criteria in Statement No. 146 are met as of the acquisition date; and
recognition of changes in the acquirer’s income tax valuation allowance
resulting from the business combination separately from the business combination
as adjustments to income tax expense. SFAS No. 141(R) is effective for the first
annual reporting period beginning on or after December 15, 2008 with earlier
adoption prohibited. The adoption of SFAS No. 141(R) will affect valuation of
business acquisitions made in 2009 and forward.  The Company adopted
SFAS No. 141(R) on January 1, 2009, with no impact to the financial
results.





In
December 2007, the FASB issued SFAS No. 160 "Noncontrolling Interest in
Consolidated Financial Statements - an Amendment of ARB 51" (SFAS 160). SFAS 160
clarifies that a noncontrolling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the
consolidated financial statements. It also requires consolidated net income to
be reported at amounts that include the amounts attributable to both the parent
and the noncontrolling interest, and requires disclosure, on the face of the
consolidated statement of income, of the amounts of consolidated net income
attributable to the parent and to the noncontrolling interest. SAFS 160 is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Earlier adoption is prohibited. The
Company adopted SFAS No. 160 on January 1, 2009, with no impact to the financial
results.






8





YAFARM
TECHNOLOGIES, INC.
 Notes
to the Condensed Consolidated Financial Statements
 March
31, 2009
 (Unaudited)






In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
and Hedging Activities." SFAS 161 is intended to improve financial reporting
about derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entity's financial position, financial performance, and cash flows. SFAS 161 is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged. Pursuant
to the transition provisions of the Statement, the Company adopted SFAS No. 161
on January 1, 2009. This Statement does not impact the financial results as it
is disclosure-only in nature.





In May
2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance
Contracts – an Interpretation of FASB Statement No. 60 (“SFAS
163”).  SFAS 163 clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement of
premium revenue and claim liabilities.  This Statement also requires
expanded disclosures about financial guarantee insurance
contracts.  SFAS 163 is effective for fiscal years beginning on or
after December 15, 2008, and interim periods within those fiscal
years.  The Company adopted SFAS No. 163 on January 1, 2009, with no
impact to the financial results.





NOTE C –
GOING CONCERN





The
Company’s financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. As of March 31, 2009, the Company had an
accumulated deficit of ($103,232), raising substantial doubt about its ability
to continue as a going concern.





Management’s
plan to address the Company’s ability to continue as a going concern includes:
obtaining additional funding from the sale of the Company’s securities and
establishing revenues.  Although management believes that it will be able
to obtain the necessary funding to allow the Company to remain a going concern
through the methods discussed above, there can be no assurances that such
methods will prove successful. Should we be unsuccessful, the Company may need
to discontinue its operations.





NOTE D –
RELATED PARTY PAYABLE





On
February 8, 2008, the Company borrowed $20,000 through the issuance of a Note to
Columbia China Capital Group, Inc., an affiliated party and a shareholder of the
Company. The Note carries 10% interest per annum for a term of one year. The
proceeds of the Note were used to pay for certain professional costs such as
legal, accounting and listing services. On November 1, 2008, the Company signed
a $32,252 Note to Columbia China Capital Group, Inc., an affiliated party and a
shareholder of the Company. The Note carries 10% interest per annum for a term
of one year. The Note was exchanged for related party payables to Columbia China
Capital Group as a result of professional fees paid by Columbia and cash
injection made by Columbia. On December 31, 2008, the Company signed a $9,994
Note to Columbia China Capital Group, Inc., an affiliated party and a
shareholder of the Company. The Note carries 10% interest per annum for a term
of one year. The Note was exchanged for related party payables to Columbia China
Capital Group as a result of professional fees paid by Columbia and cash
injection made by Columbia. For the quarter ended on March 31, 2009, total
interest of $1,614 was accrued related to the notes issued to Columbia China
Capital Group.  The balance due to this party, including accrued
interest, as of March 31, 2009 was $66,182.









9






YAFARM
TECHNOLOGIES, INC.
 Notes
to the Condensed Consolidated Financial Statements
 March
31, 2009
 (Unaudited)






NOTE E –
AMENDMENT TO ARTICLES OF INCORPORATION





On June
9, 2008, the Company amended its Certificate of Incorporation with a Certificate
of Designation of the Rights, Preferences, Privileges, and Restrictions, which
had not been set forth in the Certificate of Incorporation or in any amendment
thereto, of the Series A Convertible Preferred Stock of YaFarm Technologies,
Inc.  The Certificate of Designation created a new series of preferred
stock, consisting of 1,500,000 shares, each with an original issue price of
$3.25 per share.   Each share of Series A Convertible Preferred
Stock will automatically convert, without any action on the part of the holder
into (i) twenty (20) shares of common stock of the Company, and (ii) three (3)
warrants to purchase common stock of the Company, exercisable for a period of
five (5) years, at an exercise price of $0.1875 per share, upon the closing of
an acquisition of a company by the Company that (a) has net income of at least
$2.4 million for the fiscal year immediately preceding the year of acquisition,
and (b) results in the shareholders of the Company immediately prior to the
closing of the acquisition owning less than 50% of the voting power of the
Company immediately following the acquisition.  The holders of a
majority of the Series A Convertible Preferred Stock may require that the
Corporation redeem the Series A Convertible Preferred Stock at the original
issue price of $3.25 if the acquisition transaction described above does not
close on or before the date which is ninety (90) days from the date on which the
first share of Series A Convertible Preferred Stock is issued by the
Company.  Each outstanding share of Series A Convertible Preferred
Stock is entitled to one (1) vote per share on all matters to which the
shareholders of the Company are entitled or required to vote.  No
shares of Series A Convertible Preferred Stock have been issued as of March 31,
2009.





NOTE F –
APPROVAL OF PROSPECTIVE REVERSE STOCK SPLIT





On June
13, 2008, the holders of a majority of the issued and outstanding shares of
common stock of the Company approved a prospective amendment to the Certificate
of Incorporation of the Company to effectuate a 1-for-4 reverse stock split of
the issued and outstanding shares of common stock of the Company.  The
purpose of the reverse stock split is to attract additional capital and to
reduce the time involved and provide the Company with flexibility with respect
to creating an optimal capital structure to complete an acquisition or merger
with a future, as yet unidentified, company or companies.  The Company
anticipates effectuating the reverse stock split shortly before or after the
consummation of an acquisition or merger with a future, as yet unidentified,
company or companies.  On July 7, 2008, the Company filed a Definitive
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934 to inform the Company’s stockholders of the above action.  As
of March 31, 2009 no acquisition or merger has occurred and no reverse stock
split has been effectuated.









*  *  *  *  *  *








10










ITEM
      2
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations





Our
Management’s Discussion and Analysis contains not only statements that are
historical facts, but also statements that are forward-looking (within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934).  Forward-looking statements are, by
their very nature, uncertain and risky.  These risks and uncertainties
include international, national and local general economic and market
conditions; demographic changes; our ability to sustain, manage, or forecast
growth; our ability to successfully make and integrate acquisitions; raw
material costs and availability; new product development and introduction;
existing government regulations and changes in, or the failure to comply with,
government regulations; adverse publicity; competition; the loss of significant
customers or suppliers; fluctuations and difficulty in forecasting operating
results; changes in business strategy or development plans; business
disruptions; the ability to attract and retain qualified personnel; the ability
to protect technology; and other risks that might be detailed from time to time
in our filings with the Securities and Exchange Commission.





Although
the forward-looking statements in this Quarterly Statement reflect the good
faith judgment of our management, such statements can only be based on facts and
factors currently known by them.  Consequently, and because
forward-looking statements are inherently subject to risks and uncertainties,
the actual results and outcomes may differ materially from the results and
outcomes discussed in the forward-looking statements.  You are urged
to carefully review and consider the various disclosures made by us in this
report and in our other reports as we attempt to advise interested parties of
the risks and factors that may affect our business, financial condition, and
results of operations and prospects.





The
following discussion and analysis of financial condition and results of
operations of the Company is based upon, and should be read in conjunction with,
its unaudited financial statements and related notes elsewhere in this Form
10-Q, which have been prepared in accordance with accounting principles
generally accepted in the United States.





Overview





We are a
web development and web hosting company.  Our wholly-owned subsidiary,
YaFarm Group, LLC, offers a broad range of business-class website development
and web hosting products and services for small and medium-sized
businesses.  Our goal is to help many traditional businesses go online
to tap into the market potential offered by the Internet.





We face
many challenges in meeting our goal.  The market for Internet services
is large, but fragmented, and constantly changing.  In the short-term,
we are focused on establishing ourselves in the web development and web hosting
niche by providing quality service at a reasonable cost.  In order to
manage anticipated growth, we will rely on independent contractors to provide
many of the services we intend to offer, which comes at the risk of losing
quality when compared to having a large staff of employees.  In
addition, we will initially contract out web hosting services at a cost of
approximately $100 plus $20 per month, per site, as opposed to spending
approximately $100,000 to purchase and maintain the equipment necessary to do it
in-house.  In the long-term, intense competition is anticipated to
reduce the price we can charge for our services and thus our profit
margins.






11







Prospective Reverse
Split





On June 13, 2008, the holders of a
majority of our issued and outstanding shares of common stock approved a
prospective amendment to our Certificate of Incorporation to effectuate a
1-for-4 reverse stock split of our issued and outstanding shares of common
stock.  The purpose of the reverse stock split is to attract
additional capital and to reduce the time involved and provide us with
flexibility with respect to creating an optimal capital structure to complete an
acquisition or merger with a future, as yet unidentified, company or
companies.  We anticipate effectuating the reverse stock split shortly
before or after the consummation of an acquisition or merger with a future, as
yet unidentified, company or companies.  On July 7, 2008, we filed a
Definitive Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 to inform the Company’s stockholders of the above
action.  As of March 31, 2009, no acquisition or merger has occurred
and no reverse stock split has been effectuated.





Series A Convertible
Preferred Stock





On June
9, 2008, we amended our Certificate of Incorporation with a Certificate of
Designation of the Rights, Preferences, Privileges, and Restrictions, which had
not been set forth in the Certificate of Incorporation or in any amendment
thereto, of the Series A Convertible Preferred Stock of YaFarm Technologies,
Inc.  The Certificate of Designation created a new series of preferred
stock, consisting of 1,500,000 shares, each with an original issue price of
$3.25 per share.   Each share of Series A Convertible Preferred
Stock will automatically convert, without any action on the part of the holder
into (i) twenty (20) shares of our common stock, and (ii) three (3) warrants to
purchase our common stock, exercisable for a period of five (5) years, at an
exercise price of $0.1875 per share, upon the closing of an acquisition of a
company by us that (a) has net income of at least $2.4 million for the fiscal
year immediately preceding the year of acquisition, and (b) results in our
shareholders immediately prior to the closing of the acquisition owning less
than 50% of our voting power immediately following the
acquisition.  The holders of a majority of the Series A Convertible
Preferred Stock may require that we redeem the Series A Convertible Preferred
Stock at the original issue price of $3.25 if the acquisition transaction
described above does not close on or before the date which is ninety (90) days
from the date on which the first share of Series A Convertible Preferred Stock
is issued by us.  Each outstanding share of Series A Convertible
Preferred Stock is entitled to one (1) vote per share on all matters to which
our shareholders are entitled or required to vote.  No shares of
Series A Convertible Preferred Stock have been issued as of March 31,
2009.





Results
of Operations for the Three Months Ended March 31, 2009 and 2008





Introduction





We
generated no revenues during the first quarters of 2009 and 2008, while our
operating expenses during the first quarter of 2009 were substantially lower, as
compared to the first quarter of 2008.  As a result, our net loss for
the first quarter of 2009 was less than our net loss for the first quarter of
2008.






12







Revenues and Income (Loss)
from Operations




Our revenue, operating expenses and net
income (loss) from operations for the three months ended March 31, 2009, as
compared to the three months ended March 31, 2008, are as follows:





3
      Months Ended
                    March
      31,
                    2009
                  
                  
                  3
      Months Ended
                    March
      31,
                    2008
                  
                  
                  Percentage
                    ChangeRevenue
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  -
                  %Operating
      expenses
                  
                  
                  7,315
                  
                  
                  
                  15,189
                  
                  
                  
                  (51.8
                  )
      %Net
      loss from operations
                  
                  $
                  (7,315
                  )
                  
                  $
                  (15,189
                  )
                  
                  
                  (51.8
                  )
      %





We
generated no revenues during the three month periods ended March 31, 2009 and
2008 because of the loss of a key employee.  During the same time
periods, our operating expenses decreased by 51.8%.  As a result, we
had net loss from operations of $7,315 for the three month period ended March
31, 2009, as compared to net loss from operations of $15,189 for the three month
period ended March 31, 2008.





Liquidity
and Capital Resources





Introduction





During
the three months ended March 31, 2009, we had a net loss of $8,929 and a
negative cash flow from operations of $5,692.  Because our revenues
are small, almost any change in our revenues or operating expenses has a
material effect, and we anticipate that our net profit or loss, and operating
profit or loss, will continue to vary widely from time period to time
period.





Our cash
and cash equivalents, total current assets, total assets, total current
liabilities, and total liabilities as of March 31, 2009, as compared to December
31, 2008, are as follows:





March
      31,
                
                
                December
      31,2009
                
                
                2008Cash
                
                $
                3,440
                
                
                $
                9,132Total
      current assets
                
                
                3,440
                
                
                
                9,132Total
      assets
                
                
                3,844
                
                
                
                9,701Total
      current liabilities
                
                
                70,888
                
                
                
                67,816Total
      liabilities
                
                
                70,888
                
                
                
                67,816





Cash
Requirements





Our cash
requirements are expected to remain consistent with our historical needs over
the next 12 months.  Our cash is utilized primarily for professional
fees associated with operating as a fully reporting public company.





On
February 8, 2008, the Company borrowed $20,000 through the issuance of a Note to
Columbia China Capital Group, Inc., an affiliated party and the majority
shareholder of the Company. The Note carries 10% interest per annum for a term
of one year.






13







On
November 1, 2008, the Company issued a $32,252 Note to Columbia China Capital
Group, Inc., which Note carries 10% interest per annum for a term of one
year.  In addition, on December 31, 2008, the Company issued a $9,994
Note to Columbia China Capital Group, Inc., which Note carries 10% interest per
annum for a term of one year.  These Notes were issued to Columbia
China Capital Group, Inc. for a cash injection into the Company and for expenses
paid by Columbia China Capital Group, Inc. in behalf of the
Company.  The proceeds of the Notes were used to pay for certain
professional costs such as legal, accounting and listing
services.  Total cash received by the Company was $21,994, whereas
expenses paid directly by Columbia China Capital Group, Inc. on behalf of the
Company comprise the remaining balance.





Beyond
the next 12 months, our cash needs are anticipated to remain relatively
constant.  We anticipate fulfilling our cash needs primarily through
the sale of our common stock or the issuance of debt securities.  We
cannot estimate what our cash needs will be in the future, other than the
approximately $50,000 annually we anticipate spending on the cost of being a
publicly registered company, and we have not entered into any discussions
concerning the sale of our common stock in the future.





Sources and Uses of
Cash





Operations
and Financing





During
the three months ended March 31, 2009, we generated a negative cash flow of
$5,692.  Net cash used in operating activities for the three months
ended March 31, 2009 and 2008, were $5,692 and $21,531,
respectively.  Negative operating cash flows during the three months
ended March 31, 2009 consisted primarily of a net loss of $8,929, which was
partially offset by an increase of $1,458 in accrued expenses and an increase of
$1,614 in related party payables.





Net cash
provided by financing activities for the three months ended March 31, 2009 and
2008, were $0 and $20,000, respectively.





We
anticipate that we will continue to operate at a loss until we are able to
obtain substantial financing or acquire a profitable business.





Critical
Accounting Policies





Our
accounting policies are fully described in Note A to our consolidated financial
statements within the 10-K.





Our
results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with accounting principals generally
accepted in the United States.  The preparation of these financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities.  On an on-going basis, we evaluate
our estimates, including those related to bad debt, inventories, investments,
intangible assets, income taxes, financing operations, and contingencies and
litigation.





We base
our estimates on historical experience and on 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.  Actual results may
differ from these estimates under different assumptions or
conditions.






14







Off-balance
Sheet Arrangements





We have no off-balance sheet
arrangements that are reasonably likely to have a current or future effect on
our financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
is deemed by our management to be material to investors.





ITEM
      3
            Quantitative
      and Qualitative Disclosures About Market
Risk





As a
smaller reporting company, we are not required to provide the information
required by this Item.





ITEM
      4T
            Controls
      and Procedures





Evaluation of Disclosure
Controls and Procedures





We conducted an evaluation, with the
participation of our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended, or the Exchange Act, as of March 31, 2009, to
ensure that information required to be disclosed by us in the reports filed or
submitted by us under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities Exchange
Commission’s rules and forms, including to ensure that information required to
be disclosed by us in the reports filed or submitted by us under the Exchange
Act is accumulated and communicated to our management, including our principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.  Based on that evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that as of March 31, 2009, our disclosure
controls and procedures were not effective at the reasonable assurance level due
to the material weaknesses described below.





In light of the material weaknesses
described below, we performed additional analysis and other post-closing
procedures to ensure our consolidated financial statements were prepared in
accordance with generally accepted accounting
principles.  Accordingly, we believe that the consolidated financial
statements included in this report fairly present, in all material respects, our
financial condition, results of operations and cash flows for the periods
presented.





A material weakness is a control
deficiency (within the meaning of the Public Company Accounting Oversight Board
(PCAOB) Auditing Standard No. 2) or combination of control deficiencies, that
result in more than a remote likelihood that a material misstatement of the
annual or interim financial statements will not be prevented or
detected.  Management has identified the following material weaknesses
which have caused management to conclude that, as of March 31, 2009, our
disclosure controls and procedures were not effective at the reasonable
assurance level:





1.           We
do not have written documentation of our internal control policies and
procedures.  Written documentation of key internal controls over
financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act
and will be applicable to us for the year ending December 31,
2009.  Management evaluated the impact of our failure to have written
documentation of our internal controls and procedures on our assessment of our
disclosure controls and procedures and has concluded that the control deficiency
that resulted represented a material weakness.






15







2.           We
do not have sufficient segregation of duties within accounting functions, which
is a basic internal control.  Due to our size and nature, segregation
of all conflicting duties may not always be possible and may not be economically
feasible.  However, to the extent possible, the initiation of
transactions, the custody of assets and the recording of transactions should be
performed by separate individuals.  Management evaluated the impact of
our failure to have segregation of duties on our assessment of our disclosure
controls and procedures and has concluded that the control deficiency that
resulted represented a material weakness.





To address these material weaknesses,
management performed additional analyses and other procedures to ensure that the
financial statements included herein fairly present, in all material respects,
our financial position, results of operations and cash flows for the periods
presented.





Remediation of Material
Weaknesses





We have attempted to remediate the
material weaknesses in our disclosure controls and procedures identified above
by working with our independent registered public accounting firm and refining
our internal procedures.





Changes in Internal Control
over Financial Reporting





Except as
noted above, there were no changes in our internal control over financial
reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,
during our most recently completed fiscal quarter that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.





Auditor’s Attestation Report
on Internal Control over Financial Reporting





In
accordance with current SEC guidelines, our external auditors are required to
provide their initial attestation report on our internal control over financial
reporting in our Annual Report on Form 10-K for the fiscal year ending
December 31, 2009.






16






PART
II – OTHER INFORMATION





ITEM
1         Legal
Proceedings





In the
ordinary course of business, we may be from time to time involved in various
pending or threatened legal actions.  The litigation process is
inherently uncertain and it is possible that the resolution of such matters
might have a material adverse effect upon our financial condition and/or results
of operations.  However, in the opinion of our management, matters
currently pending or threatened against us are not expected to have a material
adverse effect on our financial position or results of operations.





ITEM
1A       Risk Factors





As a
smaller reporting company, we are not required to provide the information
required by this Item.





ITEM
2         Unregistered Sales of
Equity Securities and Use of Proceeds





There
were no unregistered sales of equity securities by the Company during the three
month period ended March 31, 2009.





ITEM
3         Defaults Upon Senior
Securities





There
have been no events which are required to be reported under this
Item.





ITEM
4         Submission of Matters to
a Vote of Security Holders





There have been no events which are
required to be reported under this Item.





ITEM
5         Other
Information





None.








17







ITEM
6         Exhibits





(a)           Exhibits





2.1
      (1)
                  
                  Reorganization
      and Stock Purchase Agreement dated as of July 31, 2006, between the
      Company and YaFarm Group, LLC3.1
      (1)
                  
                  Certificate
      of Incorporation of YaFarm Technologies, Inc., filed on June 16,
      20063.2
      (1)
                  
                  Certificate
      of Amendment of Certificate of Incorporation of YaFarm Technologies, Inc.,
      filed on June 28, 20063.3
      (2)
                  
                  Certificate
      of Designation of Series A Convertible Preferred Stock filed on June 9,
      20083.4
      (1)
                  
                  Bylaws
      of YaFarm Technologies, Inc.31.1
                  
                  Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer31.2
                  
                  Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer32.1
                  
                  Chief
      Executive Officer Certification Pursuant to 18 USC, Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
                  
                  Chief
      Financial Officer Certification Pursuant to 18 USC, Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.





(1)           Incorporated
by reference from our registration statement on Form SB-2, filed with
theCommission on February 16, 2007.





(2)           Incorporated
by reference from our quarterly report on Form 10-Q, filed with theCommission on
November 19, 2008.









18










SIGNATURES





In accordance with the requirements of
the Exchange Act, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.








YaFarm
      Technologies, Inc.Dated: May
      20, 2009
            /s/  Zhiguang
      ZhangBy: Zhiguang
      ZhangIts:  Chief
      Executive Officer and Director

















19