**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, 2008**




o
            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 0-28806





**ENERGROUP
      HOLDINGS CORPORATION**


(Exact
      name of registrant as specified in its charter)




**Nevada**
              (State
                of Incorporation)
            
            **87-0420774**
              (I.R.S.
                Employer Identification No.)**No.
                9, Xin Yi Street, Ganjingzi District**
              **Dalian
                City, Liaoning Province, PRC 116039**
              (Address
                of principal executive offices)
            
            **N/A**
              (Zip
                Code)




**+86
      411 867 166 96**


(Registrant’s
      telephone number, including area code)




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 x No o




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





Large
      Accelerated filer o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company x





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





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 o





APPLICABLE
      ONLY TO CORPORATE ISSUERS:




As
      of
      March 31, 2008, the Registrant had 21,136,391 shares of Common Stock
      outstanding.





**ENERGROUP
      HOLDINGS CORPORATION**





**INDEX**





Page NumberPART
                I. Financial StatementsItem
                1.
            Financial
                Information
            3Consolidated
                Balance Sheets as of March 31, 2008 (Unaudited) and December 31,
                2007
            3Consolidated
                Statements of Operations for the Three Months Ended March 31, 2008
                and
                March 31, 2007 (Unaudited)
            5Consolidated
                Statements of Shareholders' Equity
            6Consolidated
                Statements of Cash Flows for the Three Months Ended March 31, 2008
                and
                March 31, 2007 (Unaudited)
            7Notes
                to Consolidated Financial Statements - March 31, 2008
                (Unaudited)
            8Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            29Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            41Item
                4.
            Controls
                and Procedures
            42**PART
                II. Other Information**Item
                1.
            Legal
                Proceedings
            43Item
                1A.
            Risk
                Factors
            43Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            60Item
                3.
            Defaults
                Upon Senior Securities
            60Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            60Item
                5.
            Other
                Information
            60Item
                6.
            Exhibits
            60Signatures
            
            62


2


**PART
      I. FINANCIAL INFORMATION**





**ITEM
      1.**  **FINANCIAL
      STATEMENTS**


**Energroup
        Holdings Corporation**
 **Consolidated
        Balance Sheets**
 **As
        of March 31, 2008 and December 31, 2007**
 **(Stated
        in US Dollars)**
  Note3/31/2008
              
              12/31/07**ASSETS**Cash
              
              
              
              
              $
              7,039,089
              
              $
              14,031,851Restricted
                  Cash
              
              
              3
              
              
              2,157,831
              
              
              4,250,000Accounts
                  Receivable
              
              
              4
              
              
              3,004,163
              
              
              622,433Other
                  Receivable
              
              
              
              
              
              1,638,132
              
              
              1,068,939Related
                  Party Receivable
              
              
              6
              
              
              15,506,766
              
              
              3,964,357Inventory
              
              
              5
              
              
              4,466,012
              
              
              2,916,016Purchase
                  Deposit
              
              
              
              
              
              7,824,478
              
              
              267,807Prepaid
                  Expenses
              
              
              
              
              
              134,450
              
              
              46,401Prepaid
                  Taxes
              
              
              
              
              
              156,787
              
              
              -Deferred
                  Tax Asset
              
              
              
              
              
              639,360
              
              
              613,844**Total
                  current assets**
              
              
              
              
              
              42,567,071
              
              
              27,781,648Property,
                  Plant & Equipment, net
              
              
              7
              
              
              25,724,989
              
              
              24,836,496Land
                  Use Rights, net
              
              
              8
              
              
              13,326,162
              
              
              12,855,980Construction
                  in Progress
              
              
              
              
              
              994,917
              
              
              927,866Other
                  Assets
              
              
              
              
              
              33,975
              
              
              32,619**TOTAL
                  ASSETS**
              
              
              
              
              $
              82,647,114
              
              $
              66,434,609**LIABILITIES**Bank
                  Loans & Notes
              
              
              9
              
              $
              14,881,376
              
              $
              7,383,095Accounts
                  Payable
              
              
              
              
              
              3,659,840
              
              
              3,779,274Accrued
                  Liabilities
              
              
              
              
              
              3,605,852
              
              
              3,347,013Taxes
                  Payable
              
              
              
              
              
              2,097,757
              
              
              1,491,876Other
                  Payable
              
              
              
              
              
              1,458,926
              
              
              1,471,381Customer
                  Deposits
              
              
              
              
              
              82,042
              
              
              24,161**Total
                  current liabilities**
              
              
              
              
              
              25,785,792
              
              
              17,496,800**TOTAL
                  LIABILITIES**
              
              
              
              
              $
              25,785,792
              
              $
              17,496,800
  **See
        Accompanying Notes to the Financial Statements and Accountant’s
        Report**
  3
  **Energroup
        Holdings Corporation**
 **Consolidated
        Balance Sheets**
 **As
        of March 31, 2008 and December 31, 2007**
 **(Stated
        in US Dollars)**
 
 Note
              
              3/31/2008
              
              12/31/07**STOCKHOLDERS'
                  EQUITY**Preferred
                  Stock - $0.001 par value 10,000,000 shares authorized; 0 shares
                  issued
                  & outstanding at March 31, 2008 and December 31, 2007,
                  respectively.
                Common
                  Stock $0.001 par value 21,739,130 shares authorized; 21,136,392
                  shares
                  issued & outstanding at March 31, 2008 and December 31, 2007,
                  respectively.
              
              
              
              
              $
              21,136
              
              $
              21,136Additional
                  Paid in Capital
              
              
              10
              
              
              15,440,043
              
              
              15,440,043Statutory
                  Reserve
              
              
              
              
              
              1,692,660
              
              
              751,444Retained
                  Earnings
              
              
              
              
              
              33,064,237
              
              
              29,764,236Accumulated
                  Other Comprehensive Income
              
              6,643,246
              
              
              2,960,951**TOTAL
                  STOCKHOLDERS' EQUITY**
              
              
              
              
              
              56,861,322
              
              
              48,937,810**TOTAL
                  LIABILITIES AND****STOCKHOLDERS'
                  EQUITY**
              
              
              
              
              $
              82,647,114
              
              $
              66,434,610
  **See
        Accompanying Notes to the Financial Statements and Accountant’s
        Report**
  4
  **Energroup
        Holdings Corporation**
 **Consolidated
        Statements of Operations**
 **For
        the three-month period ended March 31, 2008 and 2007**
 **(Stated
        in US Dollars)**
 
 Note3/31/2008
              
              
              3/31/2007RevenueSales
              
              
              
              
              $
              43,507,098
              
              $
              23,187,994Cost
                  of Sales
              
              
              
              
              
              (36,474,424
              )
              
              (19,025,632
              )Gross
                  Profit
              
              
              
              
              
              7,032,674
              
              
              4,162,362Operating
                  ExpensesSelling
                  Expenses
              
              
              
              
              
              1,825,277
              
              
              229,419General
                  & Administrative Expenses
              
              
              
              
              
              492,973
              
              
              305,136Total
                  Operating Expense
              
              
              
              
              
              2,318,250
              
              
              534,555Operating
                  Income/(Loss)
              
              
              
              
              
              4,714,423
              
              
              3,627,807Other
                  Income (Expenses)Other
                  Income
              
              
              
              
              
              24,269
              
              
              2,728Interest
                  Income
              
              
              
              
              
              3,985
              
              
              -Other
                  Expenses
              
              
              
              
              
              (28,650
              )
              
              (28,173
              )Interest
                  Expense
              
              
              
              
              
              (306,465
              )
              
              (592,978
              )Total
                  Other Income (Loss) and Expense
              
              
              
              
              
              (306,861
              )
              
              (618,423
              )Earnings
                  before Tax
              
              
              
              
              
              4,407,562
              
              
              3,009,384Income
                  Tax/Deferred Tax Benefit
              
              
              
              
              
              (166,345
              )
              
              -Net
                  Income
              
              
              
              
              $
              4,241,217
              
              $
              3,009,384Earnings
                  Per ShareBasic
              
              
              
              
              $
              0.25
              
              $
              0.22Diluted
              
              
              
              
              
              0.20
              
              
              0.17Weighted
                  Average Shares OutstandingBasic
              
              
              
              
              
              17,272,756
              
              
              13,409,120Diluted
              
              
              
              
              
              21,182,756
              
              
              17,272,756
  **See
        Accompanying Notes to the Financial Statements and Accountant’s
        Report**
  5
  **Energroup
        Holdings Corporation**
 **Consolidated
        Statements of Changes in Stockholders’ Equity**
 **As
        of March 31, 2008 and December 31, 2007**
 **(Stated
        in US Dollars)**
 
 **Common****Stock**
              
              
              
              
              
              **Accumulated****Common Stock**
              
              **Additional**
              
              
              
              
              
              **Other****Shares**
              
              
              
              **Paid in**
              
              **Statutory**
              
              **Retained**
              
              **Comprehensive****Outstanding**
              
              **Amount**
              
              **Capital**
              
              **Reserve**
              
              **Earnings**
              
              **Income**
              
              **Total**Balance,
                  January 1, 2007
              
              
              17,272,756
              
              
              17,273
              
              
              2,396,079
              
              
              751,444
              
              
              18,112,089
              
              
              896,679
              
              
              22,173,563Issuance
                  of Common Stock & Warrants
              
              
              3,863,636
              
              
              3,863
              
              
              13,043,964
              
              
              
              
              
              
              
              
              
              
              
              13,047,828Net
                  Income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              11,652,147
              
              
              
              
              
              11,652,147Appropriations
                  of Retained Earnings
              
              
              
              
              
              
              
              
              
              
              
              -
              
              
              -
              
              
              
              
              
              -Foreign
                  Currency Translation Adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,064,272
              
              
              2,064,272Balance,
                  December 31, 2007
              
              
              21,136,392
              
              
              21,136
              
              
              15,440,043
              
              
              751,444
              
              
              29,764,236
              
              
              2,960,951
              
              
              48,937,810Balance,
                  January 1, 2008
              
              
              21,136,392
              
              
              21,136
              
              
              15,440,043
              
              
              751,444
              
              
              29,764,236
              
              
              2,960,951
              
              
              48,937,810Issuance
                  of Common Stock & Warrants
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -Net
                  Income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              4,241,217
              
              
              
              
              
              4,241,217Appropriations
                  of Retained Earnings
              
              
              
              
              
              
              
              
              
              
              
              941,216
              
              
              (941,216
              )
              
              
              
              
              -Foreign
                  Currency Translation Adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              3,682,295
              
              
              3,682,285Balance,
                  March 31, 2008
              
              
              21,136,392
              
              
              21,136
              
              
              15,440,043
              
              
              1,692,660
              
              
              33,064,237
              
              
              6,643,246
              
              
              56,861,312**Accumulated
                    Comprehensive Income****12/31/2007**
              
              
              
              
              **3/31/2008**
              
              
              
              
              **Total**Comprehensive
                  IncomeNet
                  Income
              
              
              11,652,147
              
              
              
              
              
              4,241,217
              
              
              
              
              
              15,893,364Comprehensive
                  Other IncomeForeign
                  Currency Translation Adjustment
              
              
              2,064,272
              
              
              
              
              
              3,682,295
              
              
              
              
              
              5,746,55713,716,419
              
              
              
              
              
              7,923,512
              
              
              
              
              
              21,639,921
  **See
        Accompanying Notes to the Financial Statements and Accountant’s
        Report**
  6
  **Energroup
        Holdings Corporation**
 **Consolidated
        Statements of Cash Flows**
 **For
        the three-month periods ended March 31, 2008 and 2007**
 **(Stated
        in US Dollars)**
 
 3/31/2008
              
              3/31/2007**Cash
                  Flow from Operating Activities**Cash
                  Received from Customers
              
              $
              29,072,645
              
              $
              23,498,395Cash
                  Paid to Suppliers & Employees
              
              
              (47,912,070
              )
              
              (17,639,438
              )Interest
                  Received
              
              
              3,985
              
              
              -Interest
                  Paid (net of amount capitalized)
              
              
              (1,075,461
              )
              
              413,282Income
                  Tax Paid
              
              
              (191,861
              )
              
              -Miscellaneous
                  Receipts
              
              
              24,269
              
              
              2,728Cash
                  Sourced/(Used) in Operating Activities
              
              
              (20,079,493
              )
              
              5,448,403**Cash
                  Flows from Investing Activities**Escrowed
                  Funds from Private Placement Placed in Restricted Cash
              
              
              2,092,169
              
              
              -Payments
                  for Purchases of Plant & Equipment
              
              
              (1,623,365
              )
              
              (126,241
              )Payments
                  for Purchases of Land Use Rights
              
              
              (261,294
              )
              
              643,388Payments
                  for Deposits
              
              
              (1,356
              )
              
              -Cash
                  Used/(Sourced) in Investing Activities
              
              
              206,155
              
              
              (769,629
              )**Cash
                  Flows from Financing Activities**Proceeds
                  Allocated to Accrued Liabilities for Liquidated Damages from Issuance
                  of
                  Stock & Warrants
              
              
              1,700,000
              
              
              -Proceeds
                  from Bank Borrowings
              
              
              14,881,376
              
              
              -Repayment
                  of Bank Loans
              
              
              (7,383,095
              )
              
              (1,286,776
              )Cash
                  Sourced/(Used) in Financing Activities
              
              
              9,198,281
              
              
              (1,286,776
              )**Net
                  Increase/(Decrease) in Cash & Cash Equivalents for the
                  Year**
              
              
              (10,675,047
              )
              
              3,391,998**Effect
                  of Currency Translation**
              
              
              3,682,285
              
              
              43,783**Cash
                  & Cash Equivalents at Beginning of Year**
              
              
              14,031,851
              
              
              3,075,787**Cash
                  & Cash Equivalents at End of Year**
              
              $
              7,039,089
              
              $
              6,511,568
  **See
        Accompanying Notes to the Financial Statements and Accountant’s
        Report**
  7
  **Energroup
        Holdings Corporation**
 **Reconciliation
        of Net Income to Cash Provided / (Used) in Operating
        Activities**
 **For
        the three-month periods ended March 31, 2008 and 2007**
 **(Stated
        in US Dollars)**
 
 3/31/2008
              
              3/31/2007Net
                  Income
              
              $
              4,241,217
              
              $
              3,009,384Adjustments
                  to Reconcile Net Income toNet
                  Cash Provided by Cash Activities:Liquidated
                  Damages Included in Accrued Liabilities
              
              
              (1,700,000
              )
              
              -Amortization
              
              
              (208,889
              )
              
              43,429Depreciation
              
              
              667,821
              
              
              434,629Provision
                  for Bad Debt
              
              
              3,522
              
              
              -Decrease/(Increase)
                  in Accounts Receivable
              
              
              (2,385,252
              )
              
              1,307,287Decrease/(Increase)
                  in Other Receivable
              
              
              (569,194
              )
              
              (220,811
              )Decrease/(Increase)
                  in Related Party Receivable
              
              
              (11,542,409
              )
              
              262,229Decrease/(Increase)
                  in Inventory
              
              
              (1,549,996
              )
              
              589,689Decrease/(Increase)
                  in Advance to Suppliers
              
              
              (7,556,671
              )
              
              916,407Decrease/(Increase)
                  in Prepaid Taxes
              
              
              28,530
              
              
              -Decrease/(Increase)
                  in Prepaid Expenses
              
              
              (88,049
              )
              
              (51,843
              )Decrease/(Increase)
                  in Deferred Tax Benefit
              
              
              (25,516
              )
              
              -Increase/(Decrease)
                  in Accounts Payable
              
              
              (119,434
              )
              
              (709,758
              )Increase/(Decrease)
                  in Taxes Payable
              
              
              420,563
              
              
              509,418Increase/(Decrease)
                  in Other Payable
              
              
              (12,455
              )
              
              (294,428
              )Increase/(Decrease)
                  in Related Party Payable
              
              
              -
              
              
              694,075Increase/(Decrease)
                  in Accrued Liabilities
              
              
              258,839
              
              
              (1,038,304
              )Increase/(Decrease)
                  in Customer Advances
              
              
              57,880
              
              
              -Total
                  of all adjustments
              
              
              (24,320,710
              )
              
              2,439,019**Net
                  Cash Provided by/(Used in) Operating Activities**
              
              **$**
              **(20,079,493**
              **)**
              **$**
              **5,448,403**
 **See
          Accompanying Notes to the Financial Statements and Accountant’s
          Report**
  8
  **Energroup
        Holdings Corporation**
 **Notes
        to Consolidated Financial Statements**
 **For
        the** **three-month
        periods ended March 31, 2008 and 2007**
  1.
              The
                  Company and Principal Business
                  Activities
  
 Energroup
        Holdings Corporation (the “Company”) (OTCBB: E NHD)
        is a
        holding company incorporated in the state of Nevada in the United States
        of
        America whose primary business operations is conducted through its three
        operating subsidiaries: (1) Dalian Chuming Processed Foods Company Ltd.,
        (the
“Foods Company”) (2) Dalian Chuming Slaughter and Packaging Pork Company Ltd.
        (the “Meat Company”), and (3) Dalian Chuming Sales Company Ltd. (the “Sales
        Company”), each incorporated in the People’s Republic of China (the “PRC”). The
        Company is headquartered in the City of Dalian, Liaoning Province of China.
 
 The
        three
        operating subsidiaries were spun-off constituents of their former parent
        company, Dalian Chuming Group Co. Ltd. The Company indirectly holds the three
        operating subsidiary companies through its wholly owned intermediary
        subsidiaries: (A) Precious Sheen Investments Limited (“PSI”), a British Virgin
        Islands corporation, and (B) Dalian Chuming Precious Sheen Investments
        Consulting Co., Ltd., (“Chuming”), a wholly foreign owned enterprise
        incorporated in the PRC.
 
 Dalian
        Precious Sheen Investments Consulting Co., Ltd. (“Chuming”) is an intermediary
        holding company established in the People’s Republic of China (the “PRC” or
“China”) formed for the purpose of providing a group structure to enhance the
        viable capacity of its three PRC operating subsidiaries.
 
 The
        Company’s primary business activities are the production and packing of fresh
        pork and production of processed meat products for distribution and sale
        to
        clients throughout the PRC.
 
 *Corporate
        Reorganization*
 
 PRC
        law
        currently has limits on foreign ownership of certain companies. To enable
        Chuming to raise equity capital from investors outside of China, it established
        an offshore holding company by incorporating Precious Sheen Investments Limited
        in the British Virgin Islands (“PSI”) in May 2007. On September 26, 2007,
        Chuming entered into share transfer agreements with Dalian Chuming Group
        Co.,
        Ltd., under which Dalian Chuming Group Co., Ltd. agreed to transfer ownership
        of
        three operating subsidiaries (collectively known as “Chuming Operating
        Subsidiaries”) to Chuming. On October 23, 2007, Chuming completed all required
        registrations to complete the share transfer, and became the 100% owner of
        the
        Chuming Operating Subsidiaries. On November 14, 2007 the Dalian Commerce
        Bureau
        approved the transfer of Dalian Chuming Group Co., Ltd.’s 68% interest in
        Chuming to PSI, and upon this transfer, Chuming became a wholly foreign owned
        enterprise, with PSI as the 100% owner of Chuming (including its subsidiaries).
        On December 13, 2007, the PRC government authorities issued Chuming a business
        license formally recognizing it as a wholly foreign owned enterprise, of
        which
        PSI is the sole shareholder.
  9
  **Energroup
        Holdings Corporation**
 **Notes
        to Consolidated Financial Statements**
 **For
        the** **three-month
        periods ended March 31, 2008 and 2007**
  The
        following is a description of the Chuming Operating Subsidiaries: -
 
 A.
        Dalian
        Chuming Slaughter and Packaging Pork Company Ltd., whose primary business
        activity is acquiring, slaughtering, and packaging of pork and
        cattle;
 
 B.
        Dalian
        Chuming Processed Foods Company Ltd., whose primary business activity is
        the
        processing of raw and cooked meat products; and
 
 C.
        Dalian
        Chuming Sales Company Ltd., which is responsible for Chuming’s sales, marketing,
        and distribution operations.
 
 *Share
        Exchange Transaction*
 
 On
        December 31, 2007, the Company acquired all of the outstanding shares of
        PSI in
        exchange for the issuance of 16,850,000 restricted shares of our common stock
        to
        the shareholders of PSI, which represented approximately 97.55% of the
        then-issued and outstanding common stock of the Company (excluding the shares
        issued in the Financing). As a result of this transaction, PSI became our
        wholly
        owned subsidiary, and we acquired the business and operations of the three
        operating subsidiaries.
 
 The
        share
        exchange transaction has been accounted for as a recapitalization of PSI
        where
        the Company (the legal acquirer) is considered the accounting acquiree and
        PSI
        (the legal acquiree) is considered the accounting acquirer. As a result of
        this
        transaction, the Company is deemed to be a continuation of the business of
        PSI.
 
 Accordingly,
        the financial data included in the accompanying consolidated financial
        statements for all periods prior to December 31, 2007 is that of the accounting
        acquirer (PSI). The historical stockholders’ equity of the accounting acquirer
        prior to the share exchange has been retroactively restated as if the share
        exchange transaction occurred as of the beginning of the first period
        presented.
 
 2.
              Summary
                  of Significant Accounting
                  Policies
 
 *(A)*
              *Method
                  of Accounting*
 
 The
        Company maintains its general ledger and journals with the accrual method
        accounting for financial reporting purposes. The financial statements and
        notes
        are representations of management. Accounting policies adopted by the Company
        conform to generally accepted accounting principles in the United States
        of
        America and have been consistently applied in the presentation of financial
        statements, which are compiled on the accrual basis of accounting.
  10
 **Energroup
          Holdings Corporation**
 **Notes
          to Consolidated Financial Statements**
 **For
          the** **three-month
          periods ended March 31, 2008 and 2007**
  *(B)*
              *Principles
                  of Consolidation*
 
 The
        consolidated financial statements, which include the Company and its
        subsidiaries, are compiled in accordance with generally accepted accounting
        principles in the United States of America. All significant inter-company
        accounts and transactions have been eliminated. The consolidated financial
        statements include 100% of assets, liabilities, and net income or loss of
        those
        wholly owned subsidiaries.
 
 The
        Company has owned the three operating subsidiaries since its inception. The
        Company also owns two intermediary holdings companies. As of March 31,
        2008, the detailed identities of the consolidating subsidiaries are as follows:
        -
 
 **Name of Company**
              
              **Place of**
                **Incorporation**
              
              **Attributable**
                **Equity**
                **Interest**
              
              **Registered**
                **Capital**Precious
                  Sheen Investments Limited
              
              
              BVI
              
              
              100
              %
              USD
              10,000Dalian
                  Chuming Precious Sheen Investment Consulting Co., Ltd.
              
              
              PRC
              
              
              100
              %
              RMB
              29,400,682Dalian
                  Chuming Slaughtering & Pork Packaging Co. Ltd.
              
              
              PRC
              
              
              100
              %
              RMB
              10,000,000Dalian
                  Chuming Processed Foods Co. Ltd.
              
              
              PRC
              
              
              100
              %
              RMB
              5,000,000Dalian
                  Chuming Sales Co. Ltd.
              
              
              PRC
              
              
              100
              %
              RMB
              5,000,000
 
 The
        consolidation of these operating subsidiaries into a newly formed holding
        company (i.e. the Company) is permitted by United States GAAP: ARB51 paragraph
        22 and 23.
 
 *(C)*
              *Use
                  of Estimates*
  The
        preparation of financial statements in conformity with generally accepted
        accounting principles in the United States requires management to make 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. Management makes these estimates using the best information
        available at the time the estimates are made; however, actual results could
        differ materially from these estimates.
 
 *(D)*
              *Cash
                  Equivalents*
 
 For
        purposes of the statement of cash flows, the Company considers all highly
        liquid
        equity or debt instruments purchased with a maturity of three months or less
        to
        be cash equivalents.
 
 11
 **Energroup
          Holdings Corporation**
 **Notes
          to Consolidated Financial Statements**
 **For
          the** **three-month
          periods ended March 31, 2008 and 2007**
 *(E)*
              *Accounts
                  Receivable*
 
 The
        Company extends unsecured, non-interest bearing credit to its customers;
        accordingly, the Company carries an allowance for doubtful accounts, which
        is an
        estimate, made by management. Management makes its estimate based on prior
        experience rates and assessment of specific outstanding customer balances.
        Management may extend credit to new customers who have met the criteria of
        the
        Company’s credit policy.
 
 *(F)*
              *Inventory
                  Carrying Value*
 
 Inventory,
        consisting of raw materials in the form of livestock, work in progress, and
        finished products, is stated at the lower of cost or market value. Finished
        products are comprised of direct materials, direct labor and an appropriate
        proportion of overhead. Periodic
        evaluation is made by management to identify if inventory needs to be written
        down because of damage or spoilage. Cost is computed using the weighted average
        method.
 
 *(G)*
              *Advances
                  to Suppliers*
 
 Advances
        to suppliers represent the cash paid in advance for purchasing raw materials.
        The advances to suppliers are interest free and unsecured.
 
 *(H)*
              *Property,
                  Plant, and Equipment*
 
 Property,
        plant, and equipment are stated at cost. Repairs and maintenance to these
        assets
        are charged to expense as incurred; major improvements enhancing the function
        and/or useful life are capitalized. When items are sold or retired, the related
        cost and accumulated depreciation are removed from the accounts and any gains
        or
        losses arising from such transactions are recognized.
 
 Construction
        in progress represents the direct costs of design, acquisition, and construction
        of buildings, building improvements and land improvements. Capitalization
        of
        these costs ceases when substantially all activities necessary to prepare
        the
        assets for their intended use are completed. At such point, construction
        in
        progress is transferred to its respective asset classification. No depreciation
        is provided until it is completed and ready for intended use.
  12
  **Energroup
          Holdings Corporation**
 **Notes
          to Consolidated Financial Statements**
 **For
          the** **three-month
          periods ended March 31, 2008 and 2007**
  Property
        and equipment are depreciated using the straight-line method over their
        estimated useful life with a 5% salvage value. Their useful lives are as
        follows: -
 
 Fixed
                  Asset Classification
              
              Useful LifeLand
                  Improvements
              
              10
                  yearsBuildings
              
              20
                  yearsBuilding
                  Improvements
              
              10
                  yearsManufacturing
                  Machinery & Equipment
              
              10
                  yearsOffice
                  Equipment
              
              5
                  yearsFurniture
                  & Fixtures
              
              5
                  yearsVehicles
              
              5
                  years
 
 *(I)*
              *Land
                  Use Rights*
 
 Land
        use
        rights are stated at cost less accumulated amortization. Amortization is
        provided over its useful life, using the straight-line method. The useful
        life
        of the land use right is 50 years.
 
 *(J)*
              *Construction
                  in Progress*
 
 Construction
        in progress represents the direct costs of design, acquisition, and construction
        of buildings, building improvements, and land improvements. These costs are
        capitalized in the Construction-in-Progress account until substantially all
        activities necessary to prepare the assets for their intended use are completed.
        At such point, the Construction-in-Progress account is closed, and the
        capitalized costs are transferred to their appropriate asset classification.
        No
        depreciation is provided until the assets are completed and ready for their
        intended use.
 
 *(J)*
              *Accounting
                  for**Impairment
                  of Assets*
 
 The
                  Company reviews the recoverability of its long-lived assets, such
                  as
                  property and equipment, when events or changes in circumstances
                  occur that
                  indicate the carrying value of the asset group may not be recoverable.
                  The
                  assessment of possible impairment is based on the Company’s ability to
                  recover the carrying value of the asset from the expected future
                  cash
                  flows, undiscounted and without interest charges, of the related
                  operations. If these cash flows are less than the carrying value
                  of such
                  assets, an impairment loss is recognized for the difference between
                  estimated fair value and carrying value. The measurement of impairment
                  requires management to estimate future cash flows and the fair
                  value of
                  long-lived assets.
 
 *(K)*
              *Customer
                  Deposits*
 
 Customer
        deposits represents money the Company has received in advance for purchases
        of
        pork and pork products. The Company considers customer deposits as a liability
        until products have been shipped and revenue is earned.
  13
  **Energroup
        Holdings Corporation**
 **Notes
        to Consolidated Financial Statements**
 **For
        the** **three-month
        periods ended March 31, 2008 and 2007**
  *(L)*
              *Statutory
                  Reserve*
 
 Statutory
        reserve refers to the amount appropriated from the net income in accordance
        with
        laws or regulations, which can be used to recover losses and increase capital,
        as approved, and, are to be used to expand production or operations. PRC
        laws
        prescribe that an enterprise operating at a profit, must appropriate, on
        an
        annual basis, from its earnings, an amount to the statutory reserve to be
        used
        for future company development. Such an appropriation is made until the reserve
        reaches a maximum equalling 50% of the enterprise’s capital.
 
 *(M)*
              *Other
                  Comprehensive Income*
 
 Comprehensive
        income is defined to include all changes in equity except those resulting
        from
        investments by owners and distributions to owners. Among other disclosures,
        all
        items that are required to be recognized under current accounting standards
        as
        components of comprehensive income are required to be reported in a financial
        statement that is presented with the same prominence as other financial
        statements. The Company’s current component of other comprehensive income is the
        foreign currency translation adjustment.
 
 *(N)*
              *Recognition
                  of Revenue*
 
 Revenue
        from the sale of pork products, etc., is recognized on the transfer of risks
        and
        rewards of ownership, which generally coincides with the time when the goods
        are
        delivered to customers and title has passed.
 
 *(O)*
              *Cost
                  of Sales*
 
 The
        Company’s cost of sales is comprised of raw materials, factory
        worker salaries and related benefits, machinery supplies, maintenance supplies,
        depreciation, utilities, inbound
        freight, purchasing and receiving costs, and inspection and warehousing
        costs.
 
 *(P)*
              *Selling
                  Expense*
 
 Selling
        expenses are comprised of outbound freight, salary for the sales force, client
        entertainment, commissions, depreciation, advertising, and travel and lodging
        expenses.
 
 *(Q)*
              *General
                  & Administrative*
 
 General
        and administrative costs include executive compensation, quality control,
        and
        general overhead such as the finance department, administrative staff, and
        depreciation and amortization expense.
  14
  **Energroup
        Holdings Corporation**
 **Notes
        to Consolidated Financial Statements**
 **For
        the** **three-month
        periods ended March 31, 2008 and 2007**
 
 *(R)*
              *Shipping
                  and handling*
 
 All
        shipping and handling are expensed as incurred and included as a component
        of
        cost of sales.
 
 *(S)*
              *Advertising
                  Expense*
 
 Costs
        related to advertising and promotion expenditures are expensed as incurred
        during the year. Advertising costs are charged to selling expense.
 
 *(T)*
              *Retirement
                  Benefits*
 
 Retirement
        benefits in the form of contributions under defined contribution retirement
        plans to the relevant authorities are charged to the statement of operations
        as
        incurred.
 
 *(U)*
              *Income
                  Taxes*
 
 The
        Company accounts for income tax using an asset and liability approach and
        allows
        for recognition of deferred tax benefits in future years. Under the asset
        and
        liability approach, deferred taxes are provided for the net tax effects of
        temporary differences between the carrying amounts of assets and liabilities
        for
        financial reporting purposes and the amounts used for income tax purposes.
        A
        valuation allowance is provided for deferred tax assets if it is more likely
        than not these items will either expire before the Company is able to realize
        their benefits, or that future realization is uncertain.
 
 *(V)*
              *Economic
                  and Political Risks*
 
 The
        Company’s operations are conducted in the PRC. Accordingly, the Company’s
        business, financial condition and results of operations may be influenced
        by the
        political, economic and legal environment in the PRC, and by the general
        state
        of the PRC economy.
 
 *(W)*
              *Foreign
                  Currency Translation*
 
 The
        Company maintains its financial statements in the functional currency. The
        functional currency of the Company is the Renminbi (RMB). Monetary assets
        and
        liabilities denominated in currencies other than the functional currency
        are
        translated into the functional currency at rates of exchange prevailing at
        the
        balance sheet dates. Transactions denominated in currencies other than the
        functional currency are translated into the functional currency at the exchanges
        rates prevailing at the dates of the transaction. Exchange gains or losses
        arising from foreign currency transactions are included in the determination
        of
        net income for the respective periods.
  15
 **Energroup
          Holdings Corporation**
 **Notes
          to Consolidated Financial Statements**
 **For
          the** **three-month
          periods ended March 31, 2008 and 2007**
  For
        financial reporting purposes, the financial statements of the Company, which
        are
        prepared using the functional currency, have been translated into United
        States
        dollars. Assets and liabilities are translated at the exchange rates at the
        balance sheet dates and revenue and expenses are translated at the average
        exchange rates and stockholders’ equity is translated at historical exchange
        rates. Any translation adjustments resulting are not included in determining
        net
        income but are included in foreign exchange adjustment to other comprehensive
        income, a component of stockholders’ equity.
 
 **Exchange
                  Rates**
              
              **Quarter**
                **Ending**
                **3/31/2008**
              
              **Year**
                  **Ending**
                  12/31/2007
              
              **Quarter**
                  **Ending**
                  3/31/2007RMB
                  : US$ exchange rate (at period ending)
              
              
              7.0222
              
              
              7.3141
              
              7.7409Average
                  RMB : US$ exchange rate
              
              
              7.1757
              
              
              7.6172
              
              7.8753
 
 RMB
        is
        not freely convertible into foreign currency, and all foreign exchange
        transactions must take place through authorized institutions. No representation
        is made that the RMB amounts could have been, or could be, converted into
        US$ at
        the rates used in translation.
 
 *(X)*
              *Earnings
                  Per Share*
 
 Basic
        earnings per share is computed by dividing net income by the weighted average
        number of ordinary shares outstanding during the period. Diluted earnings
        per
        share is computed by dividing net income by the sum of the weighted average
        number of ordinary shares outstanding and dilutive potential ordinary shares
        during the years. During the years ended 2004, 2005, and 2006, no dilutive
        potential ordinary shares were issued.
 
 The
        Company computes earnings per share (“EPS”) in accordance with Statement of
        Financial Accounting Standards No. 128, “Earnings per share” (“SFAS No. 128”),
        and SEC Staff Accounting Bulletin No. 98 (“SAB 98”). SFAS No. 128 requires
        companies with complex capital structures to present basic and diluted EPS.
        Basic EPS is measured as the income or loss available to common shareholders
        divided by the weighted average common shares outstanding for the period.
        Diluted EPS is similar to basic EPS but presents the dilutive effect on a
        per
        share basis of potential common shares (e.g., convertible securities, options,
        and warrants) as if they had been converted at the beginning of the periods
        presented, or issuance date, if later. Potential common shares that have
        an
        anti-dilutive effect (i.e., those that increase income per share or decrease
        loss per share) are excluded from the calculation of diluted EPS.
  16
  **Energroup
          Holdings Corporation**
 **Notes
          to Consolidated Financial Statements**
 **For
          the** **three-month
          periods ended March 31, 2008 and 2007**
 *(Y)* *Recent
        Accounting Pronouncements*
 
 In
        December 2007, the Financial Accounting Standards Board issued FASB Statement
        No. 141 (Revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R
        provides additional guidance on improving the relevance, representational
        faithfulness, and comparability of the financial information that a reporting
        entity provides in its financial reports about a business combination and
        its
        effects. This Statement applies prospectively to business combinations for
        which the acquisition date is on or after the beginning of the first annual
        reporting period beginning on or after December 15, 2008. The Company
        believes there will be no material impact on its financial statements upon
        adoption of this standard.
 
 In
        December 2007, the Financial Accounting Standards Board issued FASB Statement
        No. 160, *Noncontrolling
        Interests in Consolidated Financial Statements—an amendment of ARB No. 51* (“SFAS
        160”). SFAS 160 amends ARB No. 51 to establish accounting and reporting
        standards for the noncontrolling interest in a subsidiary and for the
        deconsolidation of a subsidiary. This Statement is effective for fiscal
        years and interim periods within those fiscal years, beginning on or after
        December 15, 2008. The Company believes there will be no material impact on
        its financial statements upon adoption of this standard.
  17
  **Energroup
        Holdings Corporation**
 **Notes
        to Consolidated Financial Statements**
 **For
        the** **three-month
        periods ended March 31, 2008 and 2007**
 
 3.
              Restricted
                  Cash
 
 The
        restricted cash reflects funds received from the financing transaction described
        in Note 18 that is held in an escrow with US Bank in the United States. These
        funds are restricted until the Company has fulfilled the following criteria:
        (1)
        the hiring of a Chief Financial Officer that meets the approval of the
        investors, at which point the Company will release $1.5 million from
        restriction, and which criterion must be satisfied within 90 days of the
        closing
        of the financing transaction, (2) the Company appoints a Board of Directors
        that
        has majority of independent members, at which point $2.0 million will be
        released from restriction, and (3) appoint a successor auditor, at which
        point
        $500,000 will be released from restriction. There is $250,000 in the escrow
        account that has already been earmarked for investor relations
        purposes.
 
 
 4.
              Accounts
                  Receivable
 
 Accounts
        Receivable at December 31, consisted of the following: -
  3/31/2008
              
              12/31/2007Accounts
                  Receivable – Trade
              
              $
              3,092,407
              
              $
              707,156Less:
                  Allowance for Doubtful Accounts
              
              
              (88,244
              )
              
              (84,723
              )Net
                  Accounts Receivable
              
              $
              3,004,163
              
              $
              622,433
  *Allowance
                  for Bad Debts*
              
              3/31/2008
              
              12/31/2007Beginning
                  Balance
              
              $
              84,723
              
              $
              79,267Allowance
                  Provided
              
              
              3,521
              
              
              5,456Charged
                  Against Allowance
              
              
              
              
              
              -Ending
                  Balance
              
              $
              88,244
              
              $
              84,723
  5.
              Inventory
  3/31/2008
              
              12/31/2007Raw
                  Materials
              
              $
              1,591,950
              
              $
              1,039,440Work
                  in Progress
              
              
              839,117
              
              
              547,889Finished
                  Goods
              
              
              2,034,946
              
              
              1,328,688$
              4,466,012
              
              $
              2,916,016
 
 18
 **Energroup
          Holdings Corporation**
 **Notes
          to Consolidated Financial Statements**
 **For
          the** **three-month
          periods ended March 31, 2008 and 2007**
 6.
              Related
                  Party Receivable
 
 In
        the
        normal course of business, the Company conducts transactions with the following
        related parties: Dalian Chuming Group Co., Ltd (“Group) and the Group
        subsidiaries that are not consolidated into Energroup Holdings or Energroup’s
        subsidiary, Dalian Chuming Precious Sheen Investments Consulting Co. Ltd.
        (Chuming): (1) Dalian Chuming Industrial Development Co., Ltd., (2) Dalian
        Chuming Trading Co., Ltd, (3) Dalian Mingxing Livestock Product Co. Ltd.,
        (4)
        Dalian Chuming Stockbreeding Combo Development Co., Ltd., (5) Dalian Chuming
        Fodder Co., Ltd., and (6) Dalian Chuming Biological Technology Co., Ltd.,
        and
        (7) Dalian Huayu Seafood Food Co., Ltd. The Company and the aforementioned
        related parties share common ownership. All related party transactions are
        consummated between Chuming and through the Group. All transactions with
        related
        parties were performed at arm’s length.
 In
          the
          event that the Company has both receivables from, and payables to the Group
          it
          will, in accordance with FIN 39, set off the balances in order to arrive
          at a
          single balance that is either due from, or due to the Group.
 
 At
          March
          31, the Company had both a balance of $61,863,588 receivable from the Group
          and
          a balance of $46,356,821 payable to the Group. Accordingly, the Comany
          setoff
          the two balances which resulted in a net balance of $15,506,766
          receivable.
 
 Related
          party transactions at March 31, 2008 consist of the following:
 
 3/31/2008Related
                    Party Receivable
                
                $
                61,863,588Related
                    Party Payable
                
                
                (46,356,821
                )Related
                    Party Receivable, net
                
                $
                15,506,766
 19
  **Energroup
        Holdings Corporation**
 **Notes
        to Consolidated Financial Statements**
 **For
        the** **three-month
        periods ended March 31, 2008 and 2007**
 
 7.
                Property,
                    Plant & Equipment
 
 **March
                  31, 2008**
              
              
              
              **Accumulated****Cost**
              
              **Depreciation**
              
              **Net**Land
                  Improvements
              
              $
              516,717
              
              $
              93,066
              
              $
              423,651Building
                  Improvements
              
              
              80,873
              
              
              17,938
              
              
              62,935Buildings
              
              
              20,352,594
              
              
              2,750,551
              
              
              17,602,044Manufacturing
                  Equipment
              
              
              9,540,457
              
              
              2,316,345
              
              
              7,224,111Office
                  Equipment
              
              
              128,502
              
              
              68,409
              
              
              60,092Vehicles
              
              
              686,293
              
              
              364,338
              
              
              321,955Furniture
                  & Fixture
              
              
              51,774
              
              
              21,573
              
              
              30,201$
              31,357,209
              
              $
              5,632,220
              
              $
              25,724,989
  **December
                  31, 2007**
              
              
              
              **Accumulated****Cost**
              
              **Depreciation**
              
              **Net**Land
                  Improvements
              
              $
              491,071
              
              $
              82,031
              
              $
              409,040Building
                  Improvements
              
              
              76,859
              
              
              15,811
              
              
              61,048Buildings
              
              
              19,342,461
              
              
              2,424,415
              
              
              16,918,046Manufacturing
                  Equipment
              
              
              9,066,948
              
              
              2,041,694
              
              
              7,025,254Office
                  Equipment
              
              
              122,124
              
              
              60,298
              
              
              61,826Vehicles
              
              
              652,231
              
              
              321,138
              
              
              331,093Furniture
                  & Fixture
              
              
              49,204
              
              
              19,015
              
              
              30,189$
              29,800,898
              
              $
              4,964,402
              
              $
              24,836,496
 
 8.
              Land
                  Use Right
 
 The
        Company had the following intangible assets outstanding at March 31, 2008
        and
        December 31, 2007:
  3/31/2008
              
              12/31/2007Land
                  Use Rights, at Cost
              
              $
              13,762,873
              
              $
              13,501,580*less:*Accumulated Amortization
              
              
              (
                  436,711
              )
              
              (645,600
              )$
              13,326,162
              
              $
              12,855,980
 
 20
  **Energroup
        Holdings Corporation**
 **Notes
        to Consolidated Financial Statements**
 **For
        the** **three-month
        periods ended March 31, 2008 and 2007**
  9.
              Bank
                  Loans
 
 *(A)*
              *Short
                  Term Bank Loans*
 
 At
        March
        31, 2008 the Company had the following short term loans
        outstanding:
 **Bank**
                
                
                **Interest
                    Rate**
                
                
                **Due
                    Date**
                
                
                **Amount**Bank
                    of China
                
                
                8.217
                %
                
                12/11/2008
                
                $
                2,919,313Bank
                    of China
                
                
                8.217
                %
                
                11/27/2008
                
                $
                4,272,165Bank
                    of China
                
                
                8.019
                %
                
                1/18/2009
                
                $
                1,993,677Shanghai
                    Pudong Development Bank
                
                
                7.182
                %
                
                7/23/2008
                
                $
                5,696,220$
                14,881,376
  The
          loans
          provided by the Bank of China and the Shanghai Pudong Development Bank
          have been
          secured by the Company’s land use rights and guaranteed by the Dalian Chuming
          Group Co., Ltd.
  *(B)*
              *Bank
                  Loan through Group*
 
 The
        Company obtained a loan of $20,466,901 (RMB 160,000,000) from Dalian Chuming
        Group Co., Ltd, which in turn obtained these funds in a joint loan commitment
        from both China Development Bank and Shenzhen Development Bank (“Banks”) via a
        collateralized loan. Dalian Chuming Group Co., Ltd. (“Group”) collateralized the
        loan by purchasing a bond from China Export and Credit Insurance Corporation
        (“Bond Issuer”). The bond guarantees to the Banks the entire principal and
        accrued interest of the loan. The cost of the bond is RMB 1,000,000 annually,
        or
        in USD: $120,668, 121,902, and 125,284 for the years 2004, 2005, and 2006,
        respectively, which was paid by the Company. The loan carries a fixed interest
        of 5.76% per annum. The Company pledged both land use rights and buildings
        to
        the Bond Issuer. The Company pursued a loan from Dalian Chuming Group Co.,
        Ltd
        as the financing solution of choice because the Company’s tangible assets, at
        the time of origination, were insufficient to collateralize the loan.
        Additionally, the Company lacked the favorable credit history to directly
        establish credit facility with the bank.
 
 At
        December 31, 2007, the debt had been repaid in its entirety to Dalian Chuming
        Group Co. Ltd. The Company repaid the balance by extinguishing receivables
        owed
        by the Group to the Company. The Company repaid the loan in order to meet
        the
        requirements of the equity financing transaction detailed in Note 18. The
        balances are now owed by Dalian Chuming Group Co. Ltd to the Banks, and
        liability for paying the bonding insurance annually lies with the Group.
        The
        pledged collateral of land use rights and buildings made to the Bond Issuer
        still underly the loan currently owed by the Group, and as such, the Company’s
        assets, namely the buildings and land use rights, are at risk if the Group
        were
        to default on this loan.
  21
  **Energroup
        Holdings Corporation**
 **Notes
        to Consolidated Financial Statements**
 **For
        the** **three-month
        periods ended March 31, 2008 and 2007**
 
 10.
              Capitalization
 
 As
        a
        result of the reverse take-over on December 31, 2007 including an exchange
        of shares and issuance of common stock to private investors pursuant to the
        equity financing plan, the total capitalization as of March 31, 2008 is shown
        in
        the following table.
 
 **Name
                  of Shareholder**
              
              **Number of**
                **Shares**
              
              **Common**
                **Stock**
                **Capital**
              
              **Additional**
                **Paid in**
                **Capital**
              
              **Equity**
                **%**Operating
                  Companies Founders
              
              
              14,688,948
              
              $
              14,689
              
              $
              2,396,079
              
              
              69.50
              %PRE-RTO
                  Shell Shareholders
              
              
              422,756
              
              
              423
              
              
              -
              
              
              2.00
              %Advisors
                  & Consultants
              
              
              2,161,052
              
              
              2,161
              
              
              -
              
              
              10.22
              %Private
                  Investors
              
              
              3,863,636
              
              
              3,863
              
              
              13,043,964
              
              
              18.28
              %21,136,392
              
              $
              21,136
              
              $
              15,440,043
              
              
              100.00
              %
  11
              Commitments
                  of Statutory Reserve
 
 In
        compliance with PRC laws, the Company is required to appropriate a portion
        of
        its net income to its statutory reserve up to a maximum of 50% of an
        enterprise’s registered capital in the PRC. The Company had future unfunded
        commitments, as provided below.
 
 3/31/2008
              
              12/31/2007PRC
                  Registered Capital
              
              $
              3,643,866
              
              $
              3,642,866-
                  Statutory Reserve Ceilingbased on 50% ofRegistered Capital
              
              
              1,821,433
              
              
              1,821,433Less:
                  - Retained Earningsappropriated
                  toStatutory
                  Reserve
              
              
              1,692,660
              
              
              751,444Reserve
                  CommitmentOutstanding
              
              $
              128,773
              
              $
              1,069,989
 
 12.
              Advertising
                  Costs
 
 Advertising
        expenses were $542,233 and $50,313 for the three months ended March 31, 2008
        and
        2007, respectively.
  22
 
 **Energroup
        Holdings Corporation**
 **Notes
        to Consolidated Financial Statements**
 **For
        the** **three-month
        periods ended March 31, 2008 and 2007**
 
 13.
              Income
                  Taxes
 
 The
        Company’s different operating subsidiaries are subject to different income tax
        regulations under PRC law.
 
 Meat
        Company has been given special tax-free status by the PRC government because
        of
        the Company standing as leader in its industry in Dalian; therefore, no
        provision for income tax in the PRC was made for the three months ended March
        31, 2008 and 2007.
 
 Food
        Company has provided provisions for income taxes for the three months ended
        March 31, 2008 and 2007 of $166,344 and $0, respectively.
 
 Sales
        Company has not provided provisions for income taxes for the three months
        ended
        March 31, 2008 and 2007.
 
 After
        adjusting for special tax-free status and net operating loss, the consolidated
        taxable earnings were determined, and the results were as follows:
        -
 
 i.
              
              
              March
                  31, 2008
              
              
              Tax
                  expense
              
              $
              166,344ii.
              
              
              March
                  31, 2007
              
              
              Tax
                  expense
              
              $
              0
 
 Beginning
        December 31, 2007, the Company’s foreign subsidiaries became subject to U.S.
        income tax liability; however, the tax is deferred until foreign source income
        is repatriated to the Company. Accordingly, the Company has not made any
        provisions for U.S. income tax liability.
 
 On
        March
        16, 2007, the PRC government passed new tax legislation that repealed
        preferential tax treatment for foreign investment enterprises in the PRC
        and
        enacted new tax regulations. Under such regulations, with certain exceptions,
        both domestic and foreign enterprises will be taxed at a standard enterprise
        income tax rate of 25%. The Company’s two operating subsidiaries, Food Company
        and Sales Company, are subject to the 2 5%
        income
        tax rate beginning January 1, 2008. Based on current PRC legislation, Meat
        Company should be expected to continue benefiting from a tax
        holiday.
 
 14.
              Commitments
 
 It
        is
        Company policy to develop plant facilities based on availability of cash
        resources without incurring capital commitments. The Company did not have
        any
        capital commitments existing at March 31, 2008.
 
 There
        were no severance packages to any key management personnel that have resigned
        their positions. The Company has the right to terminate employment at any
        time.
 On
          December 19, 2007, the Company entered into a hog procurement agreement
          whereby
          the Dalian Chuming Group Co., Ltd will provide at fair market price a minimum
          number of hogs to the Company. At March 31, 2008, the Company expects to
          purchase minimum quantities of hogs detailed in the following
          table:
 
 **Year**
                
                
                **Hogs**
                
                
                **Price
                    Per Hog**
                
                
                **Amount**2008
                
                
                630,000
                
                $
                162.81
                
                $
                102,572,1162009
                
                
                800,000
                
                $
                187.13
                
                $
                149,704,3062010
                
                
                800,000
                
                $
                205.84
                
                $
                164,674,737**$**
                **416,951,159**
 
 The
          Company projects that the fair market price of the hogs will increase by
          10%
          each year. The assumption of 10% reflects that Company expectations in
          regards
          to inflation, and the rising costs of inputs in breeding
          livestock.
  23
  **Energroup
        Holdings Corporation**
 **Notes
        to Consolidated Financial Statements**
 **For
        the** **three-month
        periods ended March 31, 2008 and 2007**
 
 15.
              Operating
                  Segments
 
 The
        Company individually tracks the performance of its three operating subsidiaries,
        Meat Company, Food Company, Sales Company, and the ultimately holding parent
        company. Meat Company is primarily engaged in the slaughter and processing
        of
        pork livestock for wholesale and retail distribution. Food Company is primarily
        engaged in the production of pork-based food products, such as sausages and
        cured meats, for retail distribution. Sales Company is primarily engaged
        in the
        sale and distribution of products produced by Food Co. and Meat Co.
 
 Below
        is
        a presentation of the Company’s Statement of Income and Balance Sheet for its
        operating subsidiaries at, and for the three months ended March 31, 2008.
        The
        Company has also provided reconciling adjustments with the Company and its
        intermediate holding companies Dalian Chuming Precious Sheen Investments
        Consulting Ltd. (“Chuming WFOE”) and Precious Sheen Investments Ltd
        (PSI).
  Meat
                  Company
                
                
                Food
                  Company
                
                
                Sales
                  Company
                
                
                Chuming
                      WOFE,
                  PSI
                    & Eliminations
                
                
                TotalSales
                
                $
                41,207,696
                
                $
                4,744,501
                
                $
                8,259,335
                
                
                ($10,704,434
                )
                $
                43,507,098Cost
                    of Sales
                
                
                (35,775,600
                )
                
                (3,311,045
                )
                
                (8,092,214
                )
                
                10,704,434
                
                
                (36,474,424
                )Gross
                    Profit
                
                
                5,432,096
                
                
                1,433,456
                
                
                167,121
                
                
                -
                
                
                7,032,674Operating
                    expense
                
                
                (1,239,863
                )
                
                (588,696
                )
                
                (434,210
                )
                
                (55,481
                )
                
                (2,318,250
                )Operating
                    (Loss)/Profit
                
                
                4,192,233
                
                
                844,760
                
                
                (267,089
                )
                
                (55,481
                )
                
                4,714,424Other
                    Income (Expenses)
                
                
                (112,149
                )
                
                (179,382
                )
                
                (17,845
                )
                
                2,515
                
                
                (306,862
                )Earnings
                    before Tax
                
                
                4,080,084
                
                
                665,378
                
                
                (284,934
                )
                
                (52,966
                )
                
                4,407,562Tax
                
                
                -
                
                
                (166,345
                )
                
                -
                
                
                -
                
                
                (166,345
                )Net
                    Income
                
                $
                4,080,084
                
                $
                499,033
                
                
                ($284,934
                )
                
                ($52,966
                )
                $
                4,241,217
  Eliminated
                    Intercompany Sales of Products SoldSold
                    From:
                
                
                Sold
                    To:
                
                
                AmountFood
                    Company
                
                
                Sales
                    Company
                
                $
                1,330,545Meat
                    Company
                
                
                Sales
                    Company
                
                $
                6,663,303Meat
                    Company
                
                
                Food
                    Company
                
                $
                2,710,586$
                10,704,434
 
 24
 
 **Energroup
        Holdings Corporation**
 **Notes
        to Consolidated Financial Statements**
 **For
        the** **three-month
        periods ended March 31, 2008 and 2007**
  Meat
                    Company
                
                
                Food
                    Company
                
                
                Sales
                    Company
                
                
                Chuming
                    WOFE, PSI,
                  &
                    Eliminations
                
                
                TotalCurrent
                    Assets
                
                $
                44,418,357
                
                $
                25,858,080
                
                $
                33,619,195
                
                $
                (61,328,561
                )
                $
                42,567,071
 Non
                    Current Assets
                
                
                23,094,927
                
                
                16,824,494
                
                
                160,622
                
                
                -
                
                
                40,080,043Total
                    Assets
                
                $
                67,513,284
                
                $
                42,682,574
                
                $
                33,779,817
                
                $
                (61,328,561
                )
                $
                82,647,114
 Current
                    Liabilities
                
                
                27,144,022
                
                
                37,812,880
                
                
                34,965,778
                
                
                (74,136,888
                )
                
                25,785,792
 Total
                    Liabilities
                
                $
                27,144,022
                
                $
                37,812,880
                
                $
                34,965,778
                
                $
                (74,136,888
                )
                $
                25,785,792
 Net
                    Assets
                
                
                40,369,262
                
                
                4,869,694
                
                
                (1,185,961
                )
                
                12,808,327
                
                
                56,861,322
 Total
                    Liabilities &
                    Net Assets
                
                $
                67,513,284
                
                $
                42,682,574
                
                $
                33,779,817
                
                $
                (61,328,561
                )
                $
                82,647,114
 25
  **Energroup
        Holdings Corporation**
 **Notes
        to Consolidated Financial Statements**
 **For
        the** **three-month
        periods ended March 31, 2008 and 2007**
 
 16.
              Earnings
                  Per Share
 
 Components
        of basic and diluted earnings per share were as follows: -
  **Three
                    Months
                    Ended****3/31/2008**
                
                
                **3/31/2007**Net
                    Income
                
                $
                4,241,217
                
                $
                3,009,384Original
                    Shares
                
                
                13,409,120
                
                
                13,409,120Addition
                    to Common Stock from Offering on December 31, 2007
                
                
                3,863,636
                
                
                -Basic
                    Weighted Average Shares Outstanding
                
                
                17,272,756
                
                
                13,409,120Addition
                    to Common Stock if Contingent Shares Held in Escrow Were
                    Released
                
                
                3,863,636
                
                
                3,863,636Addition
                    to Common Stock if Warrants Were Exercised
                
                
                46,364
                
                
                -Diluted
                    Weighted Average Shares Outstanding
                
                
                21,182,756
                
                
                17,272,756Earnings
                    Per ShareBasic
                
                $
                0.25
                
                $
                0.22Diluted
                
                $
                0.20
                
                $
                0.17Weighted
                    Average Shares OutstandingBasic
                
                
                17,272,756
                
                
                13,409,120Diluted
                
                
                21,182,756
                
                
                17,272,756
  17
              Concentration
                  of Risk
  *(A)*
              **Demand
                  Risk**
 The
        Company had concentrations of risk in demand for its products because its
        sales
        were made to a small number of customers.
  *(B)*
                **Supply
                    Risk**
 The
        Company is subject to concentration of supply shortage risk because it purchases
        its materials for resale from a few select vendors. The Company’s availability
        of supply is correlated with the few select vendors’ ability to meet the market
        demand. In 2007, the entire industry in the PRC faced a shortage in the supply
        of hogs.
  26
  **Energroup
        Holdings Corporation**
 **Notes
        to Consolidated Financial Statements**
 **For
        the** **three-month
        periods ended March 31, 2008 and 2007**
 
 18.
              Financing
                  Transaction
 
 On
        December 31, 2007, the Company, a Nevada corporation (“Energroup” or the
“Company”), acquired Precious Sheen Investments Ltd. (“PSI”) in a reverse
        take-over transaction, by executing a Share Exchange Agreement (“Exchange
        Agreement”) by and among Energroup, PSI, and all of the shareholders of PSI’s
        issued and outstanding share capital (the “PSI Shareholders”). PSI owned 100% of
        the equity in Dalian Precious Sheen Investments Consulting Co., Ltd., a wholly
        foreign owned enterprise in the People’s Republic of China (“Chuming WFOE”).
        Chuming is a holding company for the following three operating subsidiaries:
        (i)
        Dalian Chuming Slaughter and Packaging Pork Company Ltd., (ii) Dalian Chuming
        Processed Foods Company Ltd., and (iii) Dalian Chuming Sales Company Ltd.,
        each
        of which is a limited liability company headquartered in, and organized under
        the laws of, China (collectively, the “Chuming Operating
        Subsidiaries”).
 
 As
        a
        result of the reverse take-over transaction, PSI’s Shareholders became
        Energroup’s controlling shareholders and PSI became Energroup’s wholly owned
        subsidiary. As a result of PSI becoming Energroup’s wholly owned subsidiary,
        Energroup acquired the business and operations of Chuming and the Chuming
        Operating Subsidiaries.
 
 Under
        the
        Exchange Agreement, Energroup completed the acquisition of all of the issued
        and
        outstanding shares of PSI through the issuance of 16,850,000 restricted shares
        of common stock of Energroup to PSI’s Shareholders. Immediately prior to the
        Exchange Agreement transaction, the Company had 422,756 shares of common
        stock
        issued and outstanding. Immediately after the issuance of the shares to PSI’s
        Shareholders, the Company had 17,272,756 shares of common stock issued and
        outstanding. The 422,756 shares of PSI were cancelled and 17,272,756 shares
        of
        Energroup were issued to reflect this reverse take-over
        transaction.
 
 Concurrently
        with the Exchange Agreement, Energroup also entered into a Securities Purchase
        Agreement (the “Purchase Agreement”) pursuant to which Energroup agreed to issue
        and sell 3,863,635 shares of its common stock to ten accredited investors
        for an
        aggregate purchase price of $ 17,000,000 or
        $4.40
        per share (the “Financing”). The closing of the Financing coincided with the
        Closing of the reverse take-over transaction.
 
 In
        connection with the sales of securities to accredited investors under the
        securities purchase agreement, Hunter Wise Financial Group, LLC (the “Placement
        Agent”), was compensated with a commission of $1,190,000 which is equal to 7.00%
        of the aggregate purchase price and a warrant to purchase the 386,364 shares
        of
        the Company’s common stock at an exercise price of $4.40 per share. At
        December 31, 2007, the Company had adequate authorized capital to issue common
        shares upon the exercise of the warrant.
  27
  **Energroup
        Holdings Corporation**
 **Notes
        to Consolidated Financial Statements**
 **For
        the** **three-month
        periods ended March 31, 2008 and 2007**
 
 At
        December 31, 2007, the total number of shares outstanding, on a fully diluted
        basis, is shown in the following table:
 
 i.
              
              
              Common
                  shares outstanding prior to offering of securities
              
              
              17,272,756ii.
              
              
              Common
                  shares issued under securities purchase agreement
              
              
              3,863,635iii.
              
              
              Common
                  shares issuable upon exercise of placement agent warrants
              
              
              386,36421,522,755
 
 Concurrent
        with the Company’s financing transaction, the Company agreed to register for
        resale the common shares that were sold under the securities purchase agreement.
        Pursuant to filing a Form S-1 registration statement with the U.S. Securities
        and Exchange Commission, the Company entered into a Registration Rights
        Agreement with the Investors. The agreement calls for liquidated damages
        to be
        paid by the Company, if in the event the registration statement is not declared
        effective within 135 days of the closing of the financing transaction. The
        liquidated damages will be 1% of the total financing amount in cash per month
        for each month after the 135 period. The agreement states a maximum penalty
        of
        $1.70 million or 10% of the financing amount. At December 31, 2007, the Company
        accounted for the liability under the registration rights agreement in
        accordance with FASB Staff Position No. EITF 00-19-2 *Accounting
        for Registration Payment Arrangements* . Under
        such accounting treatment, the liquidated damages are accounted for as a
        reduction of the proceeds. In asserting the most conservative position, the
        Company has accrued the maximum liability of $1.7 million and is carrying
        that
        balance in the accrued liabilities account. In the event that the registration
        becomes effective in a timeframe that is earlier than February 15, 2009,
        the
        portion that is not legally owed, or in the event that investors waive any
        liquidating damages, the accrual will be reversed and the funds will be added
        to
        the Company’s additional paid in capital.
 In
          connection with a make good agreement related to the financing transaction
          on
          December 31, 2007, the Company’s Chairman and CEO, Mr. Shi Huashan placed in
          escrow 3,863,636 shares ,
          which
          were beneficially
          owned by him,. These shares are to be released back to him if the Company
          meets
          the following earnings targets of $15.9 million, and $20.9 million in after-tax
          net income for the years ended December 31, 2008, and 2009 respectively.
          In the
          event that the Company does not meet the aforementioned financial targets,
          the
          escrowed shares will be released, on a pro-rata basis, to the investors
          in the
          financing transaction. In
          accordance with SFAS 128, *Earnings
          per Share* , for
          the
          sake of calculating the Company’s earnings per share, the
          Company has accounted for the 3,863,636
          escrowed shares as contingently issuable shares as such they are not included
          in
          the weighted average basic shares outstanding but are included in the weighted
          average diluted shares outstanding. Please refer to Note 16.
  In
          accordance with Topic 5:T of the Staff Accounting Bulletins (SAB 79), the
          Company expects to record a compensatory expense for the shares upon their
          release from escrow. Whether the shares are released to the accredited
          investors
          or released to Mr. Shi the Company will record an expense with a corresponding
          credit to the Company’s contributed paid in capital.
 19. Purchase
            Deposits
 
 The
          Company has paid purchase deposits to ensure adequate supply of hogs for
          processing and production of pork products. These deposits will be credited
          against purchase invoices upon delivery of inventory. The majority of the
          purchase deposits is attributable to payments made to Dalian Chuming Group
          Co.,
          Ltd., which is the primary supplier of hogs.
  28


**ITEM
      2.**  **MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS**





**Note
      Regarding Forward-Looking Statements**





*This
      quarterly report on Form 10-Q and other reports filed by Registrant from time
      to
      time with the Securities and Exchange Commission (collectively the “Filings”)
      contain or may contain forward-looking statements and information that are
      based
      upon beliefs of, and information currently available to, Registrant’s management
      as well as estimates and assumptions made by Registrant’s management. Readers
      are cautioned not to place undue reliance on these forward-looking statements,
      which are only predictions and speak only as of the date hereof. When used
      in
      the filings, the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan”, or the negative of these terms and similar expressions as they
      relate to Registrant or Registrant’s management identify forward-looking
      statements. Such statements reflect the current view of Registrant with respect
      to future events and are subject to risks, uncertainties, assumptions, and
      other
      factors (including the risks contained in the section of this report entitled
      “Risk Factors”) relating to Registrant’s industry, Registrant’s operations and
      results of operations, and any businesses that Registrant may acquire. Should
      one or more of these risks or uncertainties materialize, or should the
      underlying assumptions prove incorrect, actual results may differ significantly
      from those anticipated, believed, estimated, expected, intended, or
      planned.*





*Although
      Registrant believes that the expectations reflected in the forward-looking
      statements are reasonable, Registrant cannot guarantee future results, levels
      of
      activity, performance, or achievements. Except as required by applicable law,
      including the securities laws of the United States, the Registrant does not
      intend to update any of the forward-looking statements to conform these
      statements to actual results. Readers are urged to carefully review and consider
      the various disclosures made throughout the entirety of this quarterly report,
      which attempt to advise interested parties of the risks and factors that may
      affect our business, financial condition, results of operations, and
      prospects.*





*In
      this Form 10-Q, references to “we”, “our”, “us”, “our company”, “Energroup” or
      the “Registrant” refer to Energroup Holdings Corporation, a Nevada
      corporation.*




**OVERVIEW**





We
      are a
      meat processing company specializing in pork and pork products. We have a unique
      wholesale and retail distribution model and sell directly to over 7,600 retail
      outlets, including supermarkets and hypermarkets, across Northeast
      China.




Dalian
      Precious Sheen Investments Consulting Co., Ltd., or Chuming WFOE, is our holding
      company established in the People’s Republic of China (the “PRC” or “China”) for
      our three PRC operating subsidiaries, collectively referred to elsewhere in
      this
      report as the “Chuming Operating Subsidiaries”:




1.
            Dalian
                Chuming Slaughter and Packaging Pork Company Ltd. (also referred
                to in
                this report as “Meat Company”), whose primary business activity is
                acquiring, slaughtering and packaging of pork and
                cattle;2.
            Dalian
                Chuming Processed Foods Company Ltd. (also referred to in this report
                as
                “Food Company”), whose primary business activity is the processing of raw
                and cooked meat products; and3.
            Dalian
                Chuming Sales Company Ltd. (also referred to in this report as “Sales
                Company”), which is responsible for our sales, marketing and distribution
                operations.


29


The
      Chuming Operating Subsidiaries are spin-off constituents of a former parent
      company, Dalian Chuming Group Co., Ltd., or the “Group.” Our primary business
      activities is the production and packing of fresh pork and production of
      processed meat products for distribution and sale to clients throughout the
      PRC.  Chuming WFOE was incorporated in China as wholly foreign owned
      enterprise on in December 2007. Chuming WFOE’s parent company is Precious Sheen
      Investments Limited (“PSI”), a holding company established in the British Virgin
      Islands in May 2007. We are headquartered in the City of Dalian, Liaoning
      Province of China.





**Recent
      Events in 2007 – Reverse Acquisition and Financing
      Transaction**





On
      December 31, 2007, Energroup acquired all of the outstanding shares of PSI
      in exchange for the issuance by Energroup of 16,850,000 restricted shares
      of our common stock to the shareholders of PSI, which represented approximately
      97.55% of the then-issued and outstanding common stock of Energroup (excluding
      the shares issued in a concurrent financing transaction). As a result of this
      share exchange transaction, PSI became Energroup’s wholly owned subsidiary,
      and Energroup acquired the business and operations of Chuming
      WFOE.





Concurrently
      with the closing of the share exchange transaction, on December 31, 2007, we
      raised $17,000,000 in a private placement by issuing 3,863,635 shares of our
      common stock to fifteen accredited investors at $4.40 per share.





**CRITICAL
      ACCOUNTING POLICIES AND ESTIMATES**





Our
      management’s discussion and analysis of our financial condition and results of
      operations are based on our combined financial statements, which have been
      prepared in accordance with accounting principles generally accepted in the
      United States. The preparation of these financial statements requires us to
      make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and the disclosure of contingent assets and liabilities at the
      date
      of the financial statements as well as the reported net sales and expenses
      during the reporting periods. On an ongoing basis, we evaluate our estimates
      and
      assumptions. We base our estimates on historical experience and on various
      other
      factors that we believe are reasonable under the circumstances, the results
      of
      which form the basis for making judgments about the carrying value of assets
      and
      liabilities that are not readily apparent from other sources. Actual results
      may
      differ from these estimates under different assumptions or
      conditions.





While
      our
      significant accounting policies are more fully described in Note 2 to our
      combined financial statements included in this report, we believe that the
      following accounting policies are the most critical to aid you in fully
      understanding and evaluating this management discussion and
      analysis:





*Method
      of Accounting*





We
      maintain our general ledger and journals with the accrual method accounting
      for
      financial reporting purposes. The financial statements and notes are
      representations of management. Accounting policies adopted by us conform to
      generally accepted accounting principles in the United States of America and
      have been consistently applied in the presentation of financial statements,
      which are compiled on the accrual basis of accounting.


30


*Principles
      of Consolidation*





The
      consolidated financial statements, which include the Company and its
      subsidiaries, are compiled in accordance with generally accepted accounting
      principles in the United States of America. All significant inter-company
      accounts and transactions have been eliminated. The consolidated financial
      statements include 100% of assets, liabilities, and net income or loss of those
      wholly owned subsidiaries.





Our
      three
      operating subsidiaries, the Meat Company, Food Company and Sales Company, were
      incorporated and have been in existence since December 2004. The Company also
      owns two intermediary holding companies. As of December 31, 2006, the detailed
      identities of the consolidating subsidiaries are as follows:





**Name of Company**
            
            **Place of**
              **Incorporation**
            
            **Attributable**
              **Equity**
              **Interest**
            
            **Registered Capital**Precious
                Sheen Investments Limited
            
            
            BVI
            
            
            100
            %
            
            USD
                10,000Dalian
                Chuming Precious Sheen Investment Consulting Co., Ltd.
            
            
            PRC
            
            
            100
            %
            
            RMB
                29,400,682Dalian
                Chuming Slaughtering & Pork Packaging Co. Ltd.
            
            
            PRC
            
            
            100
            %
            
            RMB
                10,000,000Dalian
                Chuming Processed Foods Co. Ltd.
            
            
            PRC
            
            
            100
            %
            
            RMB
                5,000,000Dalian
                Chuming Sales Co. Ltd.
            
            
            PRC
            
            
            100
            %
            
            RMB
                5,000,000





The
      consolidation of these operating subsidiaries into a newly formed holding
      company ( *i.e* .
      the
      Company) is permitted by United States GAAP: ARB51 paragraph 22 and
      23.





*Use
      of Estimates*




The
      preparation of financial statements in conformity with generally accepted
      accounting principles in the United States requires management to make 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. Management makes these estimates using the best information
      available at the time the estimates are made; however, actual results could
      differ materially from these estimates.




*Accounts
      Receivable*




We extend
      unsecured, non interest bearing credit to our customers;
      accordingly, we carry an allowance for doubtful accounts, which is an
      estimate, made by management. Management makes its estimate based on prior
      experience rates and assessment of specific outstanding customer balances.
      Management must approve credit extended to new customers who have met the
      criteria of our credit policy. It is typically the case that new customers
      must make payments in advance before we sell our products to them. For our
      premier customers such as supermarkets, we do typically extend 30-45 days of
      terms to them.




In
      order
      for us to minimize bad debt, we exercise control over both the length of the
      receivables, and the quantity of products shipped to our customers to whom
      we
      have extended credit, such as those who pay on a monthly basis. In exercising
      control over order quantities, on a product by product basis, we set maximum
      limits that will be shipped to those customers. If in the event, the customer
      is
      near their maximum and has an outstanding balance, we will request payment
      even
      if it is outside of the normal payment cycles of our customers.





*Inventory
      Carrying Value*




Inventory,
      consisting of raw materials in the form of livestock, work in progress, and
      finished products, is stated at the lower of cost or market value. Finished
      products are comprised of direct materials, direct labor and an appropriate
      proportion of overhead. Periodic evaluation is made by management to identify
      if
      inventory needs to be written down because of damage, or spoilage. Cost is
      computed using the weighted average method.




We
      observe and evaluate the value of inventory on a product by product basis.
      For
      our fresh meat products which are typically sold as carcasses (hogs sliced
      in
      half), we typically carry zero inventory as these products are sold immediately.
      We use a just in time model for fresh meat products. Our customers require
      fresh
      meat so we do not carry any excess inventory beyond the hogs that we slaughter
      each day. Current market conditions have also influenced our inventory across
      the board. For our products that we require additional processing such as hams
      and sausages we typically, carry two days’ worth of inventory. For meat that has
      been separated into smaller packaged portion, we typically carry one weeks’
worth of inventory. The PRC is currently facing a pork shortage, so as a result,
      presently we are able to sell all the fresh pork that we slaughter. Accordingly,
      we have not been required to write down inventory for spoilage. Also, if the
      hogs do not meet our requirements for quality they are disposed of, and charged
      off immediately to our cost of sales, and they will not enter our
      inventory.





31


*Property,
      Plant, and Equipment*





Property,
      plant, and equipment are stated at cost. Repairs and maintenance to these assets
      are charged to expense as incurred; major improvements enhancing the function
      and/or useful life are capitalized. When items are sold or retired, the related
      cost and accumulated depreciation are removed from the accounts and any gains
      or
      losses arising from such transactions are recognized.





Construction
      in progress represents the direct costs of design, acquisition, and construction
      of buildings, building improvements and land improvements. Capitalization of
      these costs ceases when substantially all activities necessary to prepare the
      assets for their intended use are completed. At such point, construction in
      progress is transferred to its respective asset classification. No depreciation
      is provided until it is completed and ready for intended use.





Property
      and equipment are depreciated using the straight-line method over their
      estimated useful life with a 5% salvage value. Their useful lives are as
      follows:





**Fixed
                Asset Classification**
            
            **Useful Life**Land Improvements
            
            
            10
                yearsBuildings
            
            
            20
                yearsBuilding
                Improvements
            
            
            10
                yearsManufacturing
                Machinery & Equipment
            
            
            10
                yearsOffice
                Equipment
            
            
            5
                yearsFurniture
                & Fixtures
            
            
            5
                yearsVehicles
            
            
            5
                years




Land
        Use
        Rights
  We
        believe our estimation of useful life of our fixed assets has significant
        bearing on our cost of sales. The related depreciation is a factor of cost
        that
        cannot be ignored in assessing our profits. We believe we have used a
        conservative approach to assessing their useful lives. In our determination
        of
        useful life and depreciation methodology we coincidentally adhere to PRC
        GAAP
        standards in addition to U.S. GAAP. PRC GAAP standards provide a valuable
        and
        reasonable basis for determining useful life because the PRC government
        documents and records all forms of manufacturing equipment and provides guidance
        on what is considerable acceptable in terms of depreciation expense. We do
        also
        believe based on the quality and nature of the maintenance we regularly perform
        on our equipment, it is possible that our equipment could significantly outlive
        their stated estimated useful lives.
 *Customer
        Deposits*





Customer
      deposits represents money we have received in advance for purchases of pork
      and
      pork products. We consider customer deposits as a liability until products
      have
      been shipped and sales revenue is earned.


32


*Statutory
      Reserve*





Statutory
      reserve refers to the amount appropriated from the net income in accordance
      with
      laws or regulations, which can be used to recover losses and increase capital,
      as approved, and, are to be used to expand production or operations. PRC laws
      prescribe that an enterprise operating at a profit, must appropriate, on an
      annual basis, from its earnings, an amount to the statutory reserve to be used
      for future company development. Such an appropriation is made until the reserve
      reaches a maximum equaling 50% of the enterprise’s capital.





*Earnings
      Per Share*





Basic
      earnings per share is computed by dividing net income by the weighted average
      number of ordinary shares outstanding during the period. Diluted earnings per
      share is computed by dividing net income by the sum of the weighted average
      number of ordinary shares outstanding and dilutive potential ordinary shares
      during the years. During the years ended 2004, 2005, and 2006, no dilutive
      potential ordinary shares were issued.





We
      compute earnings per share (“EPS”) in accordance with Statement of Financial
      Accounting Standards No. 128, “Earnings per share” (“SFAS No. 128”), and SEC
      Staff Accounting Bulletin No. 98 (“SAB 98”). SFAS No. 128 requires companies
      with complex capital structures to present basic and diluted EPS. Basic EPS
      is
      measured as the income or loss available to common shareholders divided by
      the
      weighted average common shares outstanding for the period. Diluted EPS is
      similar to basic EPS but presents the dilutive effect on a per share basis
      of
      potential common shares (e.g., convertible securities, options, and warrants)
      as
      if they had been converted at the beginning of the periods presented, or
      issuance date, if later. Potential common shares that have an anti-dilutive
      effect (i.e., those that increase income per share or decrease loss per share)
      are excluded from the calculation of diluted EPS.




In
      connection with our reverse acquisition completed on December 31, 2007, a total
      of 3,863,636 shares of our common stock held by a trust, the beneficiaries
      of
      which include our CEO Mr. Shi Huashan and his family, were deposited into a
      make
      good escrow account. See “Strategic Financing” beginning on page 4. We accounted
      for this deposit of escrow shares as “contingent shares,” and accordingly
      reduced the number of shares deemed outstanding for accounting purposes from
      21,136,392 to 17,272,756 . Accordingly, our “basic” weighted average shares
      outstanding is
      17,272,756 and our “diluted” weighted average shares outstanding
      after giving effect for potential dilution from warrants outstanding is
      21,182,756. If and when the make good escrow shares are released to their
      original owners or to investors, our “basic” weighted average shares outstanding
      will be increased accordingly. The effect of this accounting treatment of the
      make good escrow shares, is that our reported basic net income per share will
      be
      higher than our diluted net income per share, during the period in which the
      make-good shares are held in escrow.




*Recent
      Accounting Pronouncements*





In
      July
      2006, the FASB issued FIN 48, Accounting for Uncertainty in Income Taxes—an
      Interpretation of FASB Statement No. 109, which clarifies the accounting for
      uncertainty in tax positions. This Interpretation requires that the Company
      recognizes in its consolidated financial statements the impact of a tax position
      if that position is more likely than not of being sustained on audit, based
      on
      the technical merits of the position. The provisions of FIN 48 are effective
      for
      the Company on January 1, 2007, with the cumulative effect of the change in
      accounting principle, if any, recorded as an adjustment to opening retained
      earnings.





In
      September 2006, the FASB issued SFAS 157, Fair Value Measurements, which defines
      fair value, establishes a framework for measuring fair value in generally
      accepted accounting principles, and expands disclosures about fair value
      measurements. SFAS 157 applies under other accounting pronouncements that
      require or permit fair value measurements, where fair value is the relevant
      measurement attribute. The standard does not require any new fair value
      measurements. SFAS 157 is effective for financial statements issued for fiscal
      year beginning after November 15, 2007, and interim periods within those fiscal
      years.


33




In
        September 2006, the SEC issued SAB No. 108, which provides guidance on the
        process of quantifying financial statement misstatements. In SAB No. 108,
        the
        SEC staff establishes an approach that requires quantification of financial
        statement errors, under both the iron-curtain and the roll-over methods,
        based
        on the effects of the error on each of the Company’s financial statements and
        the related financial statement disclosures. SAB No.108 is generally effective
        for annual financial statements in the first fiscal year ending after November
        15, 2006. The transition provisions of SAB No. 108 permits existing public
        companies to record the cumulative effect in the first year ending after
        November 15, 2006 by recording correcting adjustments to the carrying values
        of
        assets and liabilities as of the beginning of that year with the offsetting
        adjustment recorded to the opening balance of retained earnings.
 
 In
        February 2007, the Financial Accounting Standards Board issued SFAS No. 159,
        The
        Fair Value Option for Financial Assets and Financial Liabilities—Including an
        Amendment of SFAS 115 (SFAS No. 159), which allows for the option to measure
        financial instruments and certain other items at fair value. Unrealized gains
        and losses on items for which the fair value option has been elected are
        reported in earnings. The objective of SFAS 159 is to provide opportunities
        to
        mitigate volatility in reported earnings caused by measuring related assets
        and
        liabilities differently without having to apply hedge accounting provisions.
        SFAS 159 also establishes presentation and disclosure requirements designed
        to
        facilitate comparisons between companies that choose different measurement
        attributes for similar types of assets and liabilities. This statement is
        effective for financial statements issued for fiscal years beginning after
        November 15, 2007. The Company is currently evaluating the impact of SFAS
        No.
        159 on our consolidated financial statements.
 
 In
        December 2007, the FASB issued SFAS 141 (revised 2007), *Business
        Combinations* ,
        (‘‘SFAS
        141(R)’’). SFAS 141(R) retains the fundamental requirements of the original
        pronouncement requiring that the purchase method be used for all business
        combinations, but also provides revised guidance for recognizing and measuring
        identifiable assets and goodwill acquired and liabilities assumed arising
        from
        contingencies, the capitalization of in-process research and development
        at fair
        value, and the expensing of acquisition-related costs as incurred. SFAS 141(R)
        is effective for fiscal years beginning after December 15, 2008. In the event
        that the Company completes acquisitions subsequent to its adoption of SFAS
        141
        (R), the application of its provisions will likely have a material impact
        on the
        Company’s results of operations, although the Company is not currently able to
        estimate that impact.
 
 In
        December 2007, the FASB issued SFAS 160,*Noncontrolling
        Interests in Consolidated Financial Statements − an amendment of ARB No.
        51*.
        SFAS
        160 requires that ownership interests in subsidiaries held by parties other
        than
        the parent (previously referred to as minority interests), and the amount
        of
        consolidated net income, be clearly identified, labeled and presented in
        the
        consolidated financial statements. It also requires once a subsidiary is
        deconsolidated, any retained noncontrolling equity investment in the former
        subsidiary be initially measured at fair value. Sufficient disclosures are
        required to clearly identify and distinguish between the interests of the
        parent
        and the interests of the noncontrolling owners as components of equity. It
        is
        effective for fiscal years beginning after December 15, 2008, and requires
        retroactive adoption of the presentation and disclosure requirements for
        existing minority interests. All other requirements are applied prospectively.
        The Company does not expect the adoption of SFAS 160 to have a material impact
        on its financial condition or results of operations.
 
 We
        do not
        anticipate that the adoption of the above standards will have a material
        impact
        on our consolidated financial statements.


34


**RESULTS
      OF OPERATIONS**





**Comparison
      of Three Months Ended March 31, 2008 and March 31, 2007.**





The
      following table sets forth the results of our operations for the periods
      indicated as a percentage of net sales:





**Quarter Ending**
            
            ****
            
            **Quarter Ending**
            
            ******March 31,**
            
            **% of**
            
            **March 31,**
            
            **% of****2008**
            
            **Sales**
            
            **2007**
            
            **Sales**Sales
            
            $
            43,507,098
            
            
            100.00
            %
            $
            23,187,994
            
            
            100.00
            %Cost
                of Sales
            
            
            (36,474,424
            )
            
            83.84
            %
            
            (19,025,632
            )
            
            82.05
            %Gross
                Profit
            
            
            7,032,674
            
            
            16.16
            %
            
            4,162,362
            
            
            17.95
            %Selling
                Expenses
            
            
            1,825,277
            
            
            4.20
            %
            
            229,419
            
            
            0.99
            %General
                & Administrative Expenses
            
            
            492,973
            
            
            1.13
            %
            
            305,136
            
            
            1.32
            %Total
                Operating Expense
            
            
            2,318,250
            
            
            5.33
            %
            
            534,555
            
            
            2.31
            %Operating
                Income / (Loss)
            
            
            4,714,423
            
            
            10.84
            %
            
            3,627,807
            
            
            15.65
            %Other
                Income (Expense)
            
            
            (306,465
            )
            
            0.70
            %
            
            (618,423
            )
            
            2.67
            %Earnings
                Before Tax
            
            
            4,407,562
            
            
            10.13
            %
            
            3,009,384
            
            
            12.98
            %(Income
                Tax Expense) / Deferred Tax Benefit
            
            
            (166,345
            )
            
            0.38
            %
            
            -
            
            
            0.72
            %Net
                Income
            
            $
            4,241,217
            
            
            9.75
            %
            $
            3,009,384
            
            
            12.98
            %Earnings
                Per ShareBasic
            
            
            0.25
            
            
            
            
            
            0.22Diluted
            
            
            0.20
            
            
            
            
            
            0.17Weighted
                Average Shares OutstandingBasic
            
            
            17,272,756
            
            
            
            
            
            13,409,120Diluted
            
            
            21,182,756
            
            
            
            
            
            17,272,756




*Sales.* Our
      sales include revenues from sales of our fresh pork, frozen pork, and processed
      food products. During the quarter ended March 31, 2008, we had sales of
      $43,507,098 as compared to sales of $23,187,994 for the quarter ended March
      31,
      2007, an increase of approximately 88%. Our sales for our various product
      categories in the first quarter of 2008 are summarized as follows:




**Sales
                  by product category, in
                  dollars:**
            
            **First Quarter**
              **2008 (amount)**
            
            **% of**
              **Total
                Sales**
            
            
            **First Quarter**
              **2007**
            
            **% of**
              **Total
                Sales**
            
            **% of increase**
              **from**
              **2007 to 2008**Fresh Pork
            
            $
            36,384,986
            
            
            83.63
            %
            
            $
            17,653,019
            
            
            76.13
            %
            
            106.11
            %Frozen
                Pork
            
            
            2,358,085
            
            
            5.42
            %
            
            
            1,595,334
            
            
            6.88
            %
            
            47.81
            %Processed
                Food Products
            
            
            4,764,027
            
            
            10.95
            %
            
            
            3,939,640
            
            
            16.99
            %
            
            20.92
            %Total
                Sales
            
            $
            43,507,098
            
            
            100
            %
            
            $
            23,187,994
            
            
            100
            %
            
            87.63
            %


36




**Sales
                by product category, by weight of
                product (metric tons):**
            
            **First Quarter**
              **2008**
              ******(Weight in tons)**
            
            **% of**
              **Total
                Sales**
            
            
            **First Quarter**
              **2007**
              **(Weight in tons)**
            
            **% of**
              **Total
                Sales**
            
            **% of change**
              **from**
              **2007 to 2008**Fresh Pork
            
            
            13,997
            
            
            79.92
            %
            
            
            10,306
            
            
            73.75
            %
            
            35.81
            %Frozen
                Pork
            
            
            1,086
            
            
            6.20
            %
            
            
            878
            
            
            6.28
            %
            
            23.69
            %Processed
                Food Products
            
            
            2,430
            
            
            13.88
            %
            
            
            2,791
            
            
            19.97
            %
            
            -12.93
            %Total
                Sales
            
            
            17,513
            
            
            100
            %
            
            $
            13,975
            
            
            100
            %
            
            25.32
            %





In
      the
      first quarter of 2008, we raised our average per-kilogram sale prices to our
      customers, as we did during 2007, which coincided with an increase in the cost
      of live pigs and other production costs. In addition, despite these consumer
      price increases, in the first quarter of 2008 our sales volume of fresh pork
      and
      frozen pork (by weight) increased, with the fresh pork category experiencing
      the
      highest growth in sales volume both by weight and in terms of sales revenue.
      We
      also increased our sales of frozen pork, both by weight and by sales revenue,
      in
      the first quarter of 2008 as compared with the same period in the prior year.
      For processed food products, our sales by weight decreased by 12.93%, but
      because of higher per-kilogram prices, our sales revenue for this product
      category increased by 20.92%. Management attributes the increases in sales
      revenue in all our product categories to the continuing strength in consumer
      demand for our products in the periods presented.




The
      following table shows the change in the average
      price per kilogram for our product to consumers in the quarter ending March
      31,
      2008, as compared to the same quarter last year:


Average
                  Per-Kilogram Price to Customers (in $US)First
                  Quarter of2008
              
              First
                  Quarter of2007
              
              %
                  change
              
              Change
                  inPriceFresh
                  Pork
              
              $
              2.59
              
              $
              1.68
              
              
              54
              %
              $
              0.91Frozen
                  Pork
              
              $
              2.17
              
              $
              1.82
              
              
              19
              %
              $
              0.35Processed
                  Food Products
              
              $
              1.96
              
              $
              1.41
              
              
              39
              %
              $
              0.55
  In
        the
        first quarter of 2008, we raised our prices for fresh pork significantly,
        while
        we made more modest increases in the prices of our processed food products
        and
        frozen pork. We raised our prices for frozen pork by only 19% because we
        use
        grade-3 and grade-4 pigs for such products, which are lower in price than
        the
        grade-1 and grade-2 pigs, which we use to produce fresh pork
        products.
  Although
        we also sell our products through sales agents, our principal sales channels
        consist of Chuming-branded franchise stores, supermarkets and restaurants
        and
        canteens. The following table summarizes the changes in the number of
        participants within these sales channels:





**Sales
                Channels****As
                of March 31,**
            
            **Franchise**
              **Stores**
            
            **Supermarkets**
            
            **Restaurants****and**
              **Canteens**2007
            
            
            436
            
            
            93
            
            
            2,4822008
            
            
            635
            
            
            122
            
            
            3,191





As
      shown
      in the table above, as of March 31, 2008, as compared to March 31, 2007, we
      significantly increased the number of participants in all three of these sales
      channels. The increase in the number of these participants has resulted in
      increased sales.




The
        following table shows the total increase in our sales, from the first quarter
        of
        2008 as compared to the first quarter of 2007, by product category and by
        sales
        channel.
 **Increase
                          in Sales from First Quarter of 2007 to First Quarter of
                          2008****By
                          Product Group and Sales Channel ($)****Franchise**
                        **Operators**
                      **Sales**
                        **Agents**
                      **Super**
                        **Markets**
                      **Restaurants
                          and**
                        **Canteens**
                      **Total
                          Increase ($)**Fresh
                          Pork
                      5,449,458
                      4,791,484
                      7,939,765
                      562,512
                      18,743,219Frozen
                          Pork
                      n/a1
                      70,271
                      n/a1
                      687,895
                      758,166Processed
                          Food Products
                      63,020
                      368,571
                      185,508
                      200,619
                      817,718Total
                          Increase in Sales
                      5,512,478
                      5,230,326
                      8,125,273
                      1,451,026
                      20,319,103
 1
            In the periods presented, we did not sell frozen pork through franchise
            operators and supermarkets.
 
 In
            the
            first quarter of 2008, as compared to the same quarter in 2007, we achieved
            significantly higher sales revenue from the sale of fresh pork, which
            was a
            result of higher sales volume of this product category by weight, combined
            with
            increases in our per-kilogram prices to our customers. Management believes
            this
            is due to continued strong consumer demand for fresh pork.
 
 In
            the
            first quarter of 2008, as compared to the same quarter in 2007, the majority
            of
            our increase in sales came through supermarkets, sales agent and franchise
            operators, respectively. The
            $8.1
            million sales increase through supermarkets is due to the company's efforts
            in expanding the sales channel of supermarkets, which provides the Company
            with
            the largest profit margins, combined
            with increases in our per-kilogram prices of fresh
            pork.




Overall,
      management believes that our increase in sales, despite higher consumer prices,
      resulted from increased consumer demand, the expansion of our sales channels
      and
      sales network, and increased consumer awareness of our brand and availability
      of
      our products.




*Cost
      of Sales.* Cost of
      sales for the first quarter of 2008 increased by $17,448,792 or approximately
      91.71%, from $19,025,632 for the three months ended March 31, 2007 to
      $36,474,424 for the three months ended March 31, 2008. The increase was
      attributable to the increase in sales for the first quarter of 2008 as compared
      to the same period in the prior year. Our cost of sales for our various product
      categories in the first quarter of 2008 is summarized as
      follows:


37


**First Quarter**
              
              **% of**
                **Overall
                  Cost of**
              
              
              **First Quarter**
              
              **% of**
                **Overall
                  Cost
                  of**
              
              **% of increase**
                **from****Cost of Sales****:**
              
              **2008**
              
              **Sales**
              
              
              **2007**
              
              **Sales**
              
              **2007 to 2008**Fresh Pork
              
              $
              31,371,652
              
              
              86.01
              %
              
              $
              15,079,715
              
              
              79.26
              %
              
              108.03
              %Frozen
                  Pork
              
              
              1,794,542
              
              
              4.92
              %
              
              
              1,253,789
              
              
              6.59
              %
              
              43.13
              %Processed
                  Food Products
              
              
              3,308,230
              
              
              9.07
              %
              
              
              2,692,127
              
              
              14.15
              %
              
              22.89
              %Total
                  Cost of Sales
              
              $
              36,474,424
              
              
              100
              %
              
              $
              19,025,632
              
              
              100
              %
              
              91.71
              %
 
 Beginning
        in the second quarter of 2007, and throughout 2007 and continuing into the
        first
        quarter of 2008, we experienced a sharp increase in the cost of live pigs.
        Management estimates that the average cost of live pigs increased by
        approximately 98.7% between March 31, 2007 and March 31, 2008, which was
        the
        most significant factor causing an increase in our cost of sales. Secondly,
        we
        experienced continued modest price increases in electricity, water and coal,
        all
        of which we use in our production process. Thirdly, wages increased in the
        first
        quarter of 2008 by an estimated 40% as compared to the same period in 2007.
        Lastly, we experienced slight increases in transportation and delivery costs
        in
        the first quarter of 2008. Management estimates that we were able to recoup
        approximately 90% of these cost increases through increased consumer prices
        for
        our products. In pricing our products, management believed that attempting
        to
        offset all of the cost increases through higher prices to the consumer would
        not have been in the best interest of the Company. Management believes that
        productivity remained steady, with no significant changes in the first quarter
        of 2008 versus the same period in 2007.
  The
          following table shows the estimated average per-kilogram price we paid
          for live
          pigs in 2006 and 2007:
 
 **Average**
                  **Unit
                    Price Per Kilogram in2007**
                  **(in
                    $US)**
                
                **Average**
                  **Unit
                    Price Per Kilogram in2006**
                  **(in
                    $US)**
                
                **Price
                    Increase**
                  **(in
                    $US)**
                
                **%
                    Increase**First
                    Quarter
                
                
                1.0579
                
                
                0.9165
                
                
                0.1414
                
                
                15.43
                %Second
                    Quarter
                
                
                1.3535
                
                
                0.8367
                
                
                0.5168
                
                
                61.77
                %Third
                    Quarter
                
                
                1.8104
                
                
                0.8989
                
                
                0.9115
                
                
                101.40
                %Fourth
                    Quarter
                
                
                1.8656
                
                
                0.9288
                
                
                0.9368
                
                
                100.86
                %Average
                    for Year
                
                
                1.5219
                
                
                0.8952
                
                
                0.6267
                
                
                70.01
                %
 
 The
          most rapid increase in live pig
          prices occurred in the first half of 2007, for the highest grades of live
          pigs.
          Management believes that while higher live pig prices may persist, management
          does not expect further rapid escalation in live pig prices of the scale
          seen in
          2007. Management currently projects a 10% per year increase in the average
          price
          per kilogram for live pigs during the next several years.
 
 The
          following table shows our cost of sales in the first quarter of 2008 as
          compared
          with the same period in 2007, and also indicates cost of sales by product
          group,
          as a percentage of sales within each product group.
 
 **First
                    Quarter**
                
                **% of
                    Product**
                
                **First
                    Quarter**
                
                **% of
                    Product****Cost
                      of Sales:**
                
                **of
                    2008**
                
                **Group
                    Sales**
                
                **of
                    2007**
                
                **Group
                    Sales**Fresh
                    Pork
                
                $
                31,371,652
                
                
                86.22
                %
                
                
                
                $
                15,079,715
                
                
                
                
                
                85.42
                %Frozen
                    Pork
                
                
                1,794,542
                
                
                76.10
                %
                
                
                
                
                1,253,789
                
                
                
                
                
                78.59
                %Processed
                    Food Products
                
                
                3,308,230
                
                
                69.44
                %
                
                
                
                
                2,692,127
                
                
                
                
                
                68.33
                %Total
                    Sales
                
                $
                36,474,424
                
                
                83.84
                %
                
                
                
                $
                19,025,632
                
                
                
                
                
                82.05
                %
 
 Our
          cost
          of sales as a percentage of sales of fresh pork increased slightly in the
          first
          quarter of 2008, as compared to the same period in 2007, primarily because
          of
          the increase in the cost of inputs, which were not completely offset by
          higher
          prices to our customers. The cost of sales as a percentage of sales of
          frozen
          pork fell slightly, however, which was due to the use of grade-3 and grade-4
          pigs for such products, which are lower in price than the grade-1 and grade-2
          pigs, which we use to produce fresh pork products. Most of the cost increase
          in
          live pigs occurred in the grade-1 and grade-2 categories.
  *Gross
        Profit.* Gross
        profit was $7,032,674 for the three months ended March 31, 2008 as compared
        to
        $4,162,362 for the same period in 2007, representing an increase of $2,870,312,
        or approximately 69%. Management attributes the increase in gross profit
        to
        strong increases in sales, driven by strong demand for our products. In
        addition, we were able to achieve price increases for our products sold to
        our
        consumers in order to largely mitigate the impact of higher commodity and
        input
        prices that we had to pay in the first quarter of 2008. Our gross profit
        as a
        percentage of sales was 16.16% in the first quarter of 2008 as compared to
        17.95% for the same period in 2007. The slight decrease in gross profit as
        a
        percentage of sales was attributable to these commodity and input price
        increases, not all of which we passed on to our customers in the form of
        higher
        product prices.
  The
          following table presents our gross profit for the three months ended March
          31,
          2008 and 2007. The table below also shows the percentage of gross profit
          for
          each of our product groups, as a percentage of sales for that product
          group.
  **Gross Profit**
                
                
                **First
                    Quarter**
                    **of
                      2008**
                
                
                **% of
                    Product**
                  **Group
                    Sales**
                
                
                
                **First
                    Quarter**
                    **of
                      2007**
                
                
                **% of
                      Product**
                    **Group
                      Sales**
                
                
                **% of
                    increase from First Quarter of 2007 to First**
                  **Quarter
                    of 2008**Fresh
                    Pork
                
                $
                5,036,292
                
                
                13.84
                %
                
                $
                2,582,018
                
                
                14.63
                %
                
                95.05
                %Frozen
                    Pork
                
                
                556,052
                
                
                23.58
                %
                
                
                339,350
                
                
                21.27
                %
                
                63.86
                %Processed
                    Food Products
                
                
                1,440,330
                
                
                30.23
                %
                
                
                1,240,994
                
                
                31.50
                %
                
                16.06
                %Total
                    Sales
                
                $
                7,032,674
                
                
                16.16
                %
                
                $
                4,162,362
                
                
                17.95
                %
                
                68.96
                %
 
 As
          shown
          in the table above, the fresh pork as a product category delivered the
          highest
          increase in gross profit from the first quarter of 2008 as compared with
          the
          same period in 2007. However, in both periods, our processed food product
          category yielded the highest gross profit as a percentage of sales within
          the
          product category. Management attributes this to the use of grade-3 and
          grade-4
          pigs and unsold portions of grade-1 and grade-2 pigs in producing our processed
          food products. Grade-3 and grade-4 pigs are generally lower in price than
          grade-1 and grade-2 pigs. Because of our superior processing and storage
          techniques and the strength of our brand-name, however, we are able to sell
          our processed food products at prices comparable to other processed
          products that use higher quality pork.
  *Selling
          Expenses.* Selling
          expenses totaled $1,825,277 for the three months ended March 31, 2008,
          as
          compared to $229,419 for the same period in 2007, an increase of $1,595,858
          or
          696%. This increase is due to two major reasons. Firstl, in the first quarter
          of
          2008, we expanded our advertising and marketing expenditures from approximately
          $54,000 in the first quarter of 2007 to approximately $1,410,000 for the
          same
          period of 2008 in our efforts to increase brand awareness and encourage
          sales.
          These activities included television commercials, radio, magazine and newspaper
          advertisements, and exhibitions. In the first quarter of 2008, we spent
          approximately $209,000 on newspaper advertisements; approximately $167,000
          on
          radio advertisements; approximately $293,000 on television commercials
          advertisements; approximately $140,000 on mobile television commercials;
          approximately $223,000 on exhibitions and outdoor signs; approximately
          $195,000
          on printing promotion materials; and approximately $167,000 on image design
          services and other related expenses. Secondly, in the first quarter of
          2008, our
          vehicle-related expenses increased by approximately $46,000. This was due
          to the expansion of the size of our operations and recent increases in
          fuel
          prices.
 
 *General
        and Administrative Expenses.* General
        and administrative expenses totaled $492,973 for the three months ended March
        31, 2008 as compared to $305,136 for the same period in 2007, an increase
        of
        $187,837 or 62%. This increase is primarily attributable to the increased
        salary
        expense. We continued to hire new staff to meet the needs of our expending
        operations. Also, consistent with the recent escalation in the rate of
        inflation in China, the salaries and cost of benefits for our staff were
        increased overall by approximately 40% in the first quarter of 2008 as compared
        to the same period in 2007. These increases in salaries and benefits were
        made
        in order to maintain compensation levels that were sufficient to attract
        and retain qualified employees.
  38
 *Other
        Income (Expense).* Our
        other income (expense) consisted of interest income, other expenses, and
        interest expense. We had total other expenses of $306,861 for the three months
        ended March 31, 2008 as compared to $618,423 for the same period in 2007,
        a
        decrease of $311,562 or 50%. The decrease in other expenses in the first
        quarter
        of 2008 is primarily attributable to a decrease in interest expenses as we
        reduced our bank loan principal by repaying $10 million on December 25, 2007,
        and we did not receive the additional $18 million in new bank loans until
        January 26, 2008 resulting in no interest expenses from December 25,
        2007 to January 25, 2008. Thus, although the interest expense we paid for
        the new loans were higher in the last two months of the first quarter of
        2008,
        our total interest expense decreased.
 
 *Net
        Income* .
        Our net
        income for the three months ended March 31, 2008 was $4,241,217 as compared
        to
        $3,009,384 for the same period in 2007, an increase of $1,231,833 or 41%.
        This
        increase in net income is attributable to the factors described above, but
        primarily from the increase in sales, and our efforts to manage our costs
        in order to achieve a gross profit margin of 16.16%, which is only slightly
        less
        than the gross profit margin achieved in the first quarter of 2007 of 17.95%.
        Gross profit margin decreased in the first quarter of 2008 as compared to
        the
        same period in 2007 primarily because of commodity and input price increases,
        not all of which we passed on to our customers in the form of higher product
        prices. Net income as a percentage of sales decreased from 12.98% in the
        first
        quarter of 2007 to 9.75% in the first quarter of 2008, and management attributes
        this to the same reasons for the decrease in gross profit margin, and also
        due to higher selling expenses as we increased our sales and marketing efforts
        in the first quarter of 2008 and had significantly more of such activities
        as
        compared to the first quarter of 2007. For instance, in our efforts to expand
        our market share, we increased our advertising expenditures by $1,356,000
        or
        2611% in the first quarter of 2008 as compared to the same period last year.
        In
        the first quarter of 2008, we increased our selling expenses by $1,595,858
        as
        compared to the first quarter of 2007, or 696%.
  **LIQUIDITY
        AND CAPITAL RESOURCES**
  **Cash
        Flows**
 
 ***Three
        Months Ended March 31, 2008***
 
 Net
        cash
        used in operating activities was $20,079,493 in the first quarter of 2008,
        while
        net cash flow sourced from operating activities was $5,448,403 in the same
        period in 2007. This is primarily attributable to several reasons as follows.
        First, in order to expand our sales, we began offering payment terms to
        accommodate our best customers - beginning in the first quarter of 2008,
        we
        offered extended payment terms to some of our quality long term clients with
        good credit (up to one month), where previously we required payment within
        1-2
        days of delivery of goods. This practice caused a decrease in, and some
        delay in collection of, our incoming cash. Second, in the first quarter of
        2008,
        due to the persistent shortage of live pigs in the marketplace and in order
        to
        maintain a steady supply of live pigs, we decided to pay our suppliers,
        including the farmers and the Group, cash immediately upon delivery of live
        pigs
        to us. This practice caused an
        increase in our outgoing cash and a decrease our cash balance s.
        Third,
        as an incentive to the live pig suppliers, in January 2008, we paid all
        remaining outstanding balances at the end of 2007 on accounts payable to
        our
        suppliers in cash. This practice increased our outgoing cash and decreased
        our
        cash balance. Because these adjustments in our approach to accounts receivable
        and accounts payable are “one-time” adjustments, management believes that the
        resulting effect on our cash position will be relatively short-lived, and
        it is
        estimated this may affect the first several quarters of 2008, but
        management does not expect the effect of these adjustments to recur after
        this
        adjustment period.
  39
  Net
        cash
        sourced from investing activities was $206,155 in the first quarter of 2008,
        compared to cash used in investing activities of $769,629 in the first quarter
        of 2007. This is related to our December 2007 private placement financing,
        pursuant to which $2,092,169 in funds from the private placement (out of
        the
        $4.25 million initially deposited into escrow) remained in escrow as restricted
        cash. The $1,497,124 increase in net cash used for plant and
        equipment purchases in the first quarter of 2008 is largely due to equipment
        purchases and remodeling expenses as we remodeled our slaughtering facilities
        in
        the first quarter of 2008 to meet expanding production needs.
 
 Net
        cash
        sourced from financing activities was $9,198,281 in the first quarter of
        2008 as
        compared to net cash used in financing activities of $1,286,776 in the first
        quarter of 2007. This is related to the $7.5 million in net proceeds from
        new
        bank loans that we received in the first quarter of 2008 from the Bank of
        China,
        Liaoning Branch and Shanghai Pudong Development Bank.
 
 **Contractual
        Obligations and Off-Balance Sheet Arrangements**
  ***Contractual
        Obligations***
  We
        have
        certain fixed contractual obligations and commitments that include future
        estimated payments. Changes in our business needs, cancellation provisions,
        changing interest rates, and other factors may result in actual payments
        differing from the estimates. We cannot provide certainty regarding the timing
        and amounts of payments. We have presented below a summary of the most
        significant assumptions used in our determination of amounts presented in
        the
        tables in order to assist in the review of this information within the context
        of our consolidated financial position, results of operations, and cash
        flows.
 
 The
        following tables summarize our contractual obligations as of March 31, 2008,
        and
        the effect these obligations are expected to have on our liquidity and cash
        flows in future periods.
 
 **Payments
                  Due by Period****Total**
              
              **Less than 1**
                **year**
              
              **1-3 Years**
              
              **3-5 Years**
              
              **5 Years +**Contractual
                  Obligations :Bank
                  Indebtedness
              
              $
              14,881,376
              
              $
              14,881,376
              
              $
              -
              
              $
              -
              
              $
              -Other
                  Indebtedness
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Capital
                  Lease Obligations
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Operating
                  Leases
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Purchase
                  Obligations
              
              $
              416,951,159
              
              $
              102,572,116
              
              $
              314,379,043
              
              $
              -
              
              $
              -Total
                  Contractual Obligations:
              
              $
              431,832,535
              
              $
              117,453,492
              
              $
              314,379,043
              
              $
              -
              
              
              -
 
 ***Off-balance
        Sheet Arrangements***
  We
        have
        not entered into any other financial guarantees or other commitments to
        guarantee the payment obligations of any third parties. We have not entered
        into
        any derivative contracts that are indexed to our shares and classified as
        shareholder’s equity or that are not reflected in our consolidated financial
        statements. Furthermore, we do not have any retained or contingent interest
        in
        assets transferred to an unconsolidated entity that serves as credit, liquidity
        or market risk support to such entity. We do not have any variable interest
        in
        any unconsolidated entity that provides financing, liquidity, market risk
        or
        credit support to us or engages in leasing, hedging or research and development
        services with us.
  40
 
 **ITEM
        3.**  **QUANTITATIVE
        AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**
 
 We
        do not
        use derivative financial instruments in our investment portfolio and have
        no
        foreign exchange contracts. Our financial instruments consist of cash and
        cash
        equivalents, trade accounts receivable, accounts payable and long-term
        obligations. We consider investments in highly liquid instruments purchased
        with
        a remaining maturity of 90 days or less at the date of purchase to be cash
        equivalents. However, in order to manage the foreign exchange risks, we may
        engage in hedging activities to manage our financial exposure related to
        currency exchange fluctuation. In these hedging activities, we might use
        fixed-price, forward, futures, financial swaps and option contracts traded
        in
        the over-the-counter markets or on exchanges, as well as long-term structured
        transactions when feasible.
 
 *Interest
        Rates* .
        Our
        exposure to market risk for changes in interest rates relates primarily to
        our
        short-term investments and short-term obligations; thus, fluctuations in
        interest rates would not have a material impact on the fair value of these
        securities. At March 31, 2008, we had approximately $7,039,089 in cash and
        cash
        equivalents. A hypothetical 10% increase or decrease in interest rates would
        not
        have a material impact on our earnings or loss, or the fair market value
        or cash
        flows of these instruments.
  *Foreign
        Exchange Rates* .
        All of
        our sales and inputs are transacted in Renminbi (“RMB”). As a result, changes in
        the relative values of U.S. dollars and RMB affect our reported levels of
        revenues and profitability as the results are translated into U.S. dollars
        for
        reporting purposes. However, since we conduct our sales and purchase inputs
        in
        RMB, fluctuations in exchange rates are not expected to significantly affect
        our
        financial stability or gross and net profit margins. We do not currently
        expect
        to incur significant foreign exchange gains or losses, or gains or losses
        associated with any foreign operations.
 
 Our
        exposure to foreign exchange risk primarily relates to currency gains or
        losses
        resulting from timing differences between the signing of sales contracts
        and the
        settling of these contracts. Furthermore, we translate monetary assets and
        liabilities denominated in other currencies into RMB, the functional currency
        of
        our operating business. Our results of operations and cash flow are translated
        at average exchange rates during the period, and assets and liabilities are
        translated at the unified exchange rate as quoted by the People’s Bank of China
        at the end of the period. Translation adjustments resulting from this process
        are included in accumulated other comprehensive income in our statement of
        shareholders’ equity. We recorded net foreign currency gains of $43,783 and
        $3,682,295 in the first quarter of 2007 and 2008, respectively. We have not
        used
        any forward contracts, currency options or borrowings to hedge our exposure
        to
        foreign currency exchange risk. We cannot predict the impact of future exchange
        rate fluctuations on our results of operations and may incur net foreign
        currency losses in the future. As our sales denominated in foreign currencies,
        such as RMB, continue to grow, we may consider using arrangements to hedge
        our
        exposure to foreign currency exchange risk.
 
 Our
        financial statements are expressed in U.S. dollars, but the functional
        currency of our operating subsidiaries is RMB. The value of your investment
        in
        our stock will be affected by the foreign exchange rate between
        U.S. dollars and RMB. A decline in the value of RMB against the
        U.S. dollar could reduce the U.S. dollar equivalent amounts of our
        financial results, the value of your investment in our company and the dividends
        we may pay in the future, if any, all of which may have a material adverse
        effect on the price of our stock.
  41
 
 **ITEM
        4.**  **CONTROLS
        AND PROCEDURES**
 
 We
        maintain disclosure controls and procedures that are designed to ensure that
        information required to be disclosed in our Exchange Act reports is recorded,
        processed, summarized and reported within the time periods specified in the
        SEC’s rules and forms, and that such information is accumulated and communicated
        to our management, including its chief executive officer and chief financial
        officer, as appropriate, to allow timely decisions regarding required
        disclosure. In designing and evaluating the disclosure controls and procedures,
        management recognizes that any controls and procedures, no matter how well
        designed and operated, can provide only reasonable assurance of achieving
        the
        desired control objectives, and management necessarily is required to apply
        its
        judgment in evaluating the cost-benefit relationship of possible controls
        and
        procedures.
 
 As
        of
        March 31, 2008, we carried out an evaluation, under the supervision and with
        the
        participation of our management, including our chief executive officer and
        our
        chief financial officer, of the effectiveness of the design and operation
        of our
        disclosure controls and procedures. Based on the foregoing, our chief executive
        officer and chief financial officer concluded that our disclosure controls
        and
        procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
        Exchange Act of 1934) were effective at the reasonable assurance
        level.
 
 There
        were no changes in our internal control over financial reporting (as defined
        in
        Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934,
        as
        amended) during the quarter ended March 31, 2008 that have materially affected,
        or are reasonably likely to materially affect, our internal control over
        financial reporting.
  42
  **PART
        II. OTHER INFORMATION**
 
 **ITEM 1.****LEGAL
        PROCEEDINGS******
 
 We
        are
        not aware of any material existing or pending legal proceedings against us,
        nor
        are we involved as a plaintiff in any material proceeding or pending litigation.
        There are no proceedings in which any of our current directors, officers
        or
        affiliates, or any registered or beneficial shareholder, is an adverse party
        or
        has a material interest adverse to us.
 
 **ITEM 1A.****RISK
        FACTORS**
 
 *You
        should carefully consider the risks described below together with all of
        the
        other information included in this prospectus before making an investment
        decision with regard to our securities. The statements contained in or
        incorporated into this report that are not historic facts are forward-looking
        statements that are subject to risks and uncertainties that could cause actual
        results to differ materially from those set forth in or implied by
        forward-looking statements. If any of the following risks actually occurs,
        our
        business, financial condition or results of operations could be harmed. In
        that
        case, the trading price of our common stock could decline, and you may lose
        all
        or part of your investment.*
 
 ***Risks
        Relating to Our Business***
  **Our
        limited operating history makes it difficult to evaluate our future prospects
        and results of operations.**
  We
        have a
        limited operating history. Our holding company in China, Chuming WFOE, and
        the
        companies that form its present subsidiaries were incorporated in 2004.
        Accordingly, you should consider our future prospects in light of the risks
        and
        uncertainties experienced by early stage companies in evolving industries
        such
        as the meat industry in China. Some of these risks and uncertainties relate
        to
        our ability to:
  ·
              maintain
                  our market position in the meat business in
                  China;
  ·
              offer
                  new and innovative products to attract and retain a larger customer
                  base;
  ·
              attract
                  additional customers and increase spending per
                  customer;
  ·
              increase
                  awareness of our brand and continue to develop user and customer
                  loyalty;
  ·
              respond
                  to competitive market conditions;
  ·
              respond
                  to changes in our regulatory
                  environment;
  ·
              manage
                  risks associated with intellectual property
                  rights;
  ·
              maintain
                  effective control of our costs and
                  expenses;
  ·
              raise
                  sufficient capital to sustain and expand our
                  business;
  ·
              attract,
                  retain and motivate qualified personnel;
                  and
  43
 
 ·
              upgrade
                  our technology to support additional research and
                  development.
  If
        we are
        unsuccessful in addressing any of these risks and uncertainties, our business
        may be materially and adversely affected.
  **If
        there are any interruptions to or decline in the amount or quality of our
        live
        pigs, raw pork or other major raw material supply, our business could be
        materially and adversely affected.**
  Live
        pigs
        and raw pork are the principal raw materials used in our production. We procure
        approximately 60% of our live pigs from Group, and the remainder from various
        third party suppliers who are independent farmers. Our third party suppliers
        may
        not continue to be able to supply an adequate number of live pigs to satisfy
        our
        present and future production needs. The supply of pigs is dependent on the
        output of pig farms, which may be affected by outbreaks of diseases or
        epidemics. Our current suppliers may not be able to provide live pigs of
        sufficient quality to meet our stringent quality control requirements. Any
        interruptions to or decline in the amount or quality of our live pig supply
        could materially disrupt our production and adversely affect our business.
        In
        addition to live pigs, we also use additives and packaging in our production,
        which we source from third party suppliers. Any interruptions to or decline
        in
        the amount or quality of our additives or packaging supply, could also disrupt
        our production or sales and adversely affect our business.
  **We
        are vulnerable to increases in the price of live pigs and other operating
        costs,
        and we may not be able to entirely offset these increasing costs by increasing
        the prices of our products, particularly our processed meat
        products.**
  We
        purchase agricultural products, such as live pigs, for use in our production
        process and for resale. The price of such commodities is subject to fluctuations
        that are attributable to a number of factors, such as the price of animal
        feed,
        diseases and infections, and weather conditions. If for example, worldwide
        and
        local grain prices should increase, this would affect the price of animal
        feed,
        which may increase the price of live pigs. Higher pig prices may force us
        to
        raise the prices we charge our customers for our products, however we may
        not
        always be able to pass on the entire amount of price increases to our customers,
        and/or consumers might cut back on consumption of meat products.
 
 During
        2007, prices of live pigs rose sharply. If the costs of raw materials or
        other
        costs of production and distribution of our products increase further, and
        we
        are unable to entirely offset these increases by raising prices of our products,
        our profit margins and financial condition could be adversely affected.
        According to China Livestock and Products Annual Report 2007 dated on September
        25, 2007 by the USDA Foreign Agricultural Service, the severe supply shortage
        of
        hogs in 2007 was because of a series of outbreaks of Porcine
        Reproductive and Respiratory Syndrome **** (PR RS),
        also
        known as Blue Ear Disease, in China from May 2006. Blue Ear Disease is an
        infectious disease that affects swine, characterized by reproductive disorders,
        premature delivery, miscarriage, and stillbirth—as well as abnormal breathing in
        piglets. According to the report, shortages and a sharp pork price increase
        occurred as a result of Blue Ear Disease. The average pork price increased
        by 48
        percent from January to August 2007 over the same period in 2006, while prices
        in July and August 2007 increased by 86 and 87 percent, respectively, from
        the
        same months in 2006.
  **We
        may be unable to anticipate changes in consumer preferences for processed
        meat
        products, which may result in decreased demand for our
        products.**
  Our
        continued success in the processed meat products market is in large part
        dependent on our ability to anticipate and develop products that appeal to
        the
        changing tastes, dietary habits and preferences of customers. If we are not
        able
        to anticipate and identify new consumer trends and develop new products
        accordingly, demand for our products may decline and our operating results
        may
        be adversely affected. In addition, we may incur significant costs relating
        to
        developing and marketing new products or expanding our existing product
        offerings in reaction to what we perceive to be a consumer preference or
        demand.
        Such development or marketing may not result in the level of market acceptance,
        volume of sales or profitability anticipated.
  44
  **If
        the chilled and frozen pork market in China does not grow as we expect, our
        results of operations and financial conditions may be adversely
        affected.**
  If
        the
        chilled and frozen pork market in China does not grow as we expect, our business
        may be harmed, we may need to adjust our growth strategy and our results
        of
        operation may be adversely affected.
  **We
        require various licenses and permits to operate our business, and the loss
        of or
        failure to renew any or all of these licenses and permits could materially
        adversely affect our business.**
  In
        accordance with PRC laws and regulations, we are required to maintain various
        licenses and permits in order to operate our business, including, without
        limitation, a slaughtering permit in respect of each of our chilled and frozen
        pork production facilities and a permit for production of industrial products
        in
        respect of each of our processed meat production facilities. We are required
        to
        comply with applicable hygiene and food safety standards in relation to our
        production processes. Our premises and transportation vehicles are subject
        to
        regular inspections by the regulatory authorities for compliance with applicable
        regulations. Failure to pass these inspections, or the loss of or failure
        to
        renew our licenses and permits, could require us to temporarily or permanently
        suspend some or all of our production or distribution operations, which could
        disrupt our operations and adversely affect our business.
  **We
        are highly dependent on senior management and key research and development
        personnel.**
  We
        are
        highly dependent on our senior management to manage our business and operations
        and our key research and development personnel for the development of new
        processing methods and technologies, food products and the enhancement of
        our
        existing products. In particular, we rely substantially on our chairman and
        chief executive officer, Mr. Shi Huashan, to manage our operations. We also
        depend on our key research personnel. In addition, we also rely on information
        technology and logistics personnel for the production, storage and shipment
        of
        our products and on marketing and sales personnel, engineers and other personnel
        with technical and industry knowledge to transport, market and sell our
        products. We do not maintain key man life insurance on any of our senior
        management or key personnel. The departure of any one of them, in particular
        Mr.
        Shi, would have a material adverse effect on our business and operations.
        Competition for senior management and research and development personnel
        is
        intense and the pool of suitable candidates is limited. We may be unable
        to
        locate a suitable replacement for any senior management or key research and
        development personnel that we lose. In addition, if any member of our senior
        management or key research and development personnel joins a competitor or
        forms
        a competing company, they may compete with us for customers, business partners
        and other key professionals and staff members of our company.
  We
        note
        that Mr. Shi Huashan, who is our Chief Executive Officer, is also the Chief
        Executive Officer of Dalian Chuming Group Co., Ltd., our former parent company.
        See also, “Certain Relationships and Related Party Transactions” elsewhere in
        this report. Due to the non-exclusive roles of Mr. Shi as our CEO and the
        principal executive officer of Dalian Chuming Group Co., Ltd., with whom
        we
        conduct business from time to time, potential conflicts of interest may arise.
        In particular, situations might arise in which we transact business with
        Dalian
        Chuming Group Co., Ltd., and certain terms of agreements might be favorable
        to
        us, but conversely unfavorable to Dalian Chuming Group Co., Ltd., and vice
        versa. In order to effectively handle such conflict of interest scenarios,
        our
        management intends to submit all related party transactions to our independent
        board of directors, or appropriate committee of the board, for review and
        approval. If through these mechanisms we are not able to effectively handle
        such
        conflicts of interest to serve the Company’s best interest, our business could
        be harmed or adversely affected.
  We
        compete for qualified personnel with other food processing companies, food
        retailers, logistics companies and research institutions. Intense competition
        for these personnel could cause our compensation costs to increase
        significantly, which could have a material adverse effect on our results
        of
        operations. Our future success and ability to grow our business will depend
        in
        part on the continued service of these individuals and our ability to identify,
        hire and retain additional qualified personnel. If we are unable to attract
        and
        retain qualified employees, we may be unable to meet our business and financial
        goals.
  45
  **Our
        growth strategy may prove to be disruptive and divert management
        resources.**
  Our
        growth strategy may involve large transactions and present financial, managerial
        and operational challenges, including diversion of management attention from
        existing businesses, difficulty with integrating personnel and financial
        and
        other systems, increased expenses, including compensation expenses resulting
        from newly hired employees, assumption of unknown liabilities and potential
        disputes. We could also experience financial or other setbacks if any of
        our
        growth strategies incur problems of which we are not presently aware. We
        may
        require additional financing in the future.
  We
        may
        need to obtain additional debt or equity to fund future capital expenditures.
        Additional equity may result in dilution to the holders of our outstanding
        shares of capital stock. Additional debt financing may include conditions
        that
        would restrict our freedom to operate our business, such as conditions
        that:
  ·
              limit
                  our ability to pay dividends or require us to seek consent for
                  the payment
                  of dividends;·
              increase
                  our vulnerability to general adverse economic and industry
                  conditions;·
              require
                  us to dedicate a portion of our cash flow from operations to payments
                  on
                  our debt, thereby reducing the availability of our cash flow to
                  fund
                  capital expenditures, working capital and other general corporate
                  purposes; and·
              limit
                  our flexibility in planning for, or reacting to, changes in our
                  business
                  and our industry.
  We
        cannot
        guarantee that we will be able to obtain any additional financing on terms
        that
        are acceptable to us, or at all.
  **Our
        operations are cash intensive and our business could be adversely affected
        if we
        fail to maintain sufficient levels of working capital.**
  We
        expend
        a significant amount of cash in our operations, principally to fund our raw
        material procurement. Our suppliers, in particular, third party suppliers
        of
        pigs, typically require payment in full within seven days after delivery,
        although some of our suppliers provide us with credit. In turn, we typically
        require our customers of chilled and frozen pork to make payment in full
        on
        delivery, although we offer some of our long-standing customers credit terms.
        We
        generally fund most of our working capital requirements out of cash flow
        generated from operations. If we fail to generate sufficient revenues from
        our
        sales, or if we experience difficulties collecting our accounts receivables,
        we
        may not have sufficient cash flow to fund our operating costs and our business
        could be adversely affected.
  **We
        may be unable to maintain our profitability in the face of a consolidating
        retail environment in China.**
  We
        sell
        substantial amounts of our products to supermarkets and large retailers.
        The
        supermarket and food retail industry in China has been, and is expected to
        continue, undergoing a trend of development and consolidation. As the food
        retail trade continues to consolidate and our retail customers grow larger
        and
        become more sophisticated, they may demand lower pricing and increased
        promotional programs. Furthermore, larger customers may be better able to
        operate on reduced inventories and potentially develop or increase their
        focus
        on private label products. If we fail to maintain a good relationship with
        our
        large retail customers, or fail to maintain a wide offering of quality products,
        or if we lower our prices or increase promotional support of our products
        in
        response to pressure from our customers and are unable to increase the volume
        of
        our products sold, our profitability could decline.
  46
  **Our
        operating results may fluctuate from period to period and if we fail to meet
        market expectations for a particular period, our share price may
        decline.**
  Our
        operating results have fluctuated from period to period and are likely to
        continue to fluctuate as a result of a wide range of factors, including seasonal
        variations in live pig supply and processed meat products consumption. Our
        production and sales of chilled and frozen pork are generally lower in the
        summer, due to lower supply of live pigs. Interim reports may not be indicative
        of our performance for the year or our future performance, and period-to-period
        comparisons may not be meaningful due to a number of reasons beyond our control.
        We cannot assure you that our operating results will meet the expectations
        of
        market analysts or our investors. If we fail to meet their expectations,
        there
        may be a decline in our share price.
 
 **We
        derive all of our revenues from sales in China and any downturn in the Chinese
        economy could have a material adverse effect on our business and financial
        condition.**
  All
        of
        our current revenues are generated from sales in China. We anticipate that
        revenues from sales of our products in China will continue to represent a
        substantial proportion of our total revenues in the near future. Any significant
        decline in the condition of the PRC economy could, among other things, adversely
        affect consumer buying power and discourage consumption of our products,
        which
        in turn would have a material adverse effect on our business and financial
        condition.
 
 **We
        rely on our exclusive network of showcase stores, network stores and supermarket
        brand counters for the success of our sales and our brand image, and should
        they
        perform poorly, our business and brand image could be materially and adversely
        affected.**
  In
        addition to our sales to wholesale customers, we sell our products through
        showcase stores, network stores and supermarket brand counters. All of these
        retail based stores exclusively sell our pork products and display the Chuming
        logo on our store facades. For the first half of 2007, these retail outlets
        accounted for approximately 43% of our total revenue. If the sales performance
        of our retail based stores deteriorates, this could adversely affect the
        financial results of the company. In addition, any sanitation, hygiene, or
        food
        quality problems that might arise from the retail based stores could adversely
        affect our brand image and lead to a loss of sales. Chuming does not own
        any of
        the retail based stores.
  **We
        rely on the performance of our wholesaler, retailer and mass merchant customers
        for the success of our sales, and should they perform poorly or give priority
        to
        our competitors’ products, our business could be materially and adversely
        affected.**
  In
        addition to our retail sales channel, we sell our products to supermarkets
        and
        large retailers, which in turn sell the products to end consumers. If the
        sales
        performance of our wholesale customers deteriorates, this could adversely
        affect
        our sales. Furthermore, our wholesale customers also carry products which
        directly compete with our products for retail space and consumer purchases.
        There is a risk that our wholesale customers may give higher priority to
        products of, or form alliances with, our competitors. If our wholesale customers
        do not continue to purchase our products, or provide our products with similar
        levels of promotional support, our sales performance and brand imaging could
        be
        adversely affected.
  **The
        loss of any of our significant customers could have an adverse effect on
        our
        business.**
  Our
        key
        customers are principally supermarkets and large retailers in the PRC. We
        have
        not entered into long-term supply contracts with any of these major customers.
        There can be no assurance that we will maintain or improve the relationships
        with these customers, or that we will be able to continue to supply these
        customers at current levels or at all. If we cannot maintain long-term
        relationships with our major customers, the loss of a significant portion
        of our
        sales to them could have an adverse effect on our business,
        financial condition and results of operations. Further, the loss of any one
        of
        our top five customers could cause us to suffer a temporary setback in our
        sales, which could have a short term negative effect on our financial results.
  47
  **Recent
        regulatory enforcement crackdowns on food processing companies in the PRC
        could
        adversely affect our businesses.**
  Recently,
        the PRC government authorities have taken certain measures to maintain the
        PRC
        food market in good order and to improve the integrity of the PRC food industry,
        such as enforcing full compliance with industry standards and closing certain
        food processing companies in the PRC that did not meet regulatory standards.
        We
        cannot assure you that our businesses and operations will not be affected
        as a
        result of the deteriorating reputation of the food industry in the PRC due
        to
        recent scandals regarding food products.
  **Environmental
        regulations and related litigation could have a material adverse effect on
        our
        business and results of operations.**
  Our
        operations and properties are subject to extensive and increasingly stringent
        laws and regulations pertaining to, among other things, the discharge of
        materials into the environment and the handling and disposition of wastes
        (including solid and hazardous wastes) or otherwise relating to protection
        of
        the environment. Failure to comply with any laws and regulations and future
        changes to them may result in significant consequences to us, including civil
        and criminal penalties, liability for damages and negative
        publicity.
  We
        have
        incurred, and will continue to incur, significant capital and operating
        expenditures to comply with these laws and regulations. W e cannot assure
        you
        that additional environmental issues will not require currently unanticipated
        investigations, assessments or expenditures, or that requirements applicable
        to
        us will not be altered in ways that will require us to incur significant
        additional costs.
  **Deterioration
        of our perishable products may occur due to delivery delays, malfunctioning
        of
        freezer facilities or poor handling during transportation, which could adversely
        affect our business, results of operations and financial
        condition.**
  The
        condition of our food products (being perishable goods) may deteriorate due
        to
        shipment or delivery delays, malfunctioning of freezer facilities or poor
        handling during delivery by shippers or intermediaries. We are not aware
        of any
        instances whereby we were made to compensate for delivery delays, malfunctioning
        of freezer facilities or poor handling during transportation. However, there
        is
        no assurance that such incidents will not occur in the future. In the event
        of
        any delivery delays, malfunctioning of freezer facilities or poor handling
        during transportation, we may have to make compensation payments and our
        reputation, business goodwill and revenue will be adversely
        affected.
  **Unexpected
        business interruptions could adversely affect our
        business.**
  Our
        operations are vulnerable to interruption by fire, power failure and power
        shortages, floods, computer viruses and other events beyond our control.
        In
        particular, China, especially eastern and southern China, is experiencing
        frequent electricity shortages. In addition, we do not carry business
        interruption insurance to compensate us for losses that may occur as a result
        of
        these kinds of events and any such losses or damages incurred by us could
        disrupt our production and other operations.
  48
  **If
        we fail to develop and maintain an effective system of internal controls,
        we may
        not be able to accurately report our financial results or prevent fraud;
        as a
        result, current and potential** **shareholders
        could lose confidence in our financial reports, which could harm our business
        and the trading price of our common stock.**
  Effective
        internal controls are necessary for us to provide reliable financial reports
        and
        effectively prevent fraud. Section 404 of the Sarbanes-Oxley Act of 2002
        requires us to evaluate and report on our internal controls over financial
        reporting and have our independent registered public accounting firm annually
        attest to our evaluation, as well as issue their own opinion on our internal
        controls over financial reporting, beginning with our Annual Report on Form
        10-K
        for the fiscal year ended December 31, 2007. We plan to prepare for compliance
        with Section 404 by strengthening, assessing and testing our system of internal
        controls to provide the basis for our report. The process of strengthening
        our
        internal controls and complying with Section 404 is expensive and time
        consuming, and requires significant management attention, especially given
        that
        we have not yet undertaken any efforts to comply with the requirements of
        Section 404. We cannot be certain that the measures we will undertake will
        ensure that we will maintain adequate controls over our financial processes
        and
        reporting in the future. Furthermore, if we are able to rapidly grow our
        business, the internal controls that we will need will become more complex,
        and
        significantly more resources will be required to ensure our internal controls
        remain effective. Failure to implement required controls, or difficulties
        encountered in their implementation, could harm our operating results or
        cause
        us to fail to meet our reporting obligations. If we or our auditors discover
        a
        material weakness in our internal controls, the disclosure of that fact,
        even if
        the weakness is quickly remedied, could diminish investors’ confidence in our
        financial statements and harm our stock price. In addition, non-compliance
        with
        Section 404 could subject us to a variety of administrative sanctions, including
        the suspension of trading, ineligibility for listing on one of the Nasdaq
        Stock
        Markets or national securities exchanges, and the inability of registered
        broker-dealers to make a market in our common stock, which would further
        reduce
        our stock price.
  **We
        will incur increased costs as a public company which may affect our
        profitability.**
  As
        a
        public company, Chuming will incur significant legal, accounting and other
        expenses that it did not incur as a private company. We are now subject to
        the
        SEC’s rules and regulations relating to public disclosure. SEC disclosures
        generally involve a substantial expenditure of financial resources. In addition,
        the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented
        by
        the SEC, have required changes in corporate governance practices of public
        companies. We expect that full compliance with these new rules and regulations
        will significantly increase our legal and financial compliance costs and
        make
        some activities more time-consuming and costly. For example, we will be required
        to create additional board committees and adopt policies regarding internal
        controls and disclosure controls and procedures. In addition, on December
        31,
        2007, we increased compensation to our senior executive officers, allocated
        $250,000 of the proceeds from our recent financing to our investor and public
        relations program (and shortly thereafter hired an investor relations firm)
        and
        expect to increase our financial and accounting staff in order to meet the
        demands and requirements of being a public reporting company. Such additional
        personnel, public relations, reporting and compliance costs may negatively
        impact our financial results.
  **We
        have limited business insurance coverage.**
  The
        insurance industry in China is still at an early stage of development. Insurance
        companies in China offer limited business insurance products. We do not have
        any
        business liability or disruption insurance coverage for our operations in
        China.
        Any business disruption, litigation or natural disaster may result in our
        incurring substantial costs and the diversion of our resources. In addition,
        since  our business operations are based outside of the U.S. (although we
        are a Nevada corporation quoted on the OTC Bulletin Board in the U.S.),
        directors and officers insurance may not be readily available to us at the
        prices and on terms acceptable to us. If we are not able to secure satisfactory
        D & O insurance coverage, we
        may
        not be able to attract the most qualified directors and officers, and our
        business could be indirectly adversely affected.
  49
 
 ***Risks
        Relating To Our Industry***
  **The
        pig slaughtering and processed meat industries in China are subject to extensive
        government regulation, which is in the process of change and
        development.**
  The
        pig
        slaughtering and processed meat industries in China are heavily regulated
        by a
        number of governmental agencies, including primarily the Ministry of
        Agriculture, the Ministry of Commerce, the Ministry of Health, the General
        Administration of Quality Supervision, Inspection and Quarantine and the
        State
        Environmental Protection Administration. These regulatory bodies have broad
        discretion and authority to regulate many aspects of the pig slaughtering
        and
        processed meat industries in China, including, without limitation, setting
        hygiene standards for production and quality standards for processed meat
        products. In addition, the pig slaughtering and processed meat products
        regulatory framework in China is still in the process of being developed.
        If the
        relevant regulatory authorities set standards with which we are unable to
        comply
        or which increase our production costs and hence our prices so as to render
        our
        products non-competitive, our ability to sell products in China may be
        limited.
 
 **The
        pig slaughtering and processed meat industries in China may face increasing
        competition from both domestic and foreign companies, as well as increasing
        industry consolidation, which may affect our market share and profit
        margin.**
  The
        pig
        slaughtering and processed meat industries in China are highly competitive.
        Our
        processed meat products are targeted at mid- to high-end consumers, a market
        in
        which we face increasing competition, particularly from foreign suppliers.
        In
        addition, the evolving government regulations in relation to the pig
        slaughtering industry have driven a trend of consolidation through the industry,
        with smaller operators unable to meet the increasing costs of regulatory
        compliance and therefore are at a competitive disadvantage. We believe that
        our
        ability to maintain our market share and grow our operations within this
        landscape of changing and increasing competition is largely dependent upon
        our
        ability to distinguish our products and services.
  In
        addition, prior to China’s entry into the World Trade Organization (“WTO”), high
        barriers to entry existed for many potential competitors in our business
        through
        the use of tariffs and restrictive import licensing and distribution practices.
        China’s admission to WTO has lowered some of the tariffs and other barriers to
        entry so we can expect that competition will increase.
  We
        cannot
        assure you that our current or potential competitors will not develop products
        of a comparable or superior quality to ours, or adapt more quickly than we
        do to
        evolving consumer preferences or market trends. In addition, our competitors
        in
        the raw meat market may merge or form alliances to achieve a scale of operations
        or sales network which would make it difficult for us to compete. Increased
        competition may also lead to price wars, counterfeit products or negative
        brand
        advertising, all of which may adversely affect our market share and profit
        margin. We cannot assure you that we will be able to compete effectively
        with
        our current or potential competitors.
  **The
        outbreak of animal diseases or other epidemics could adversely affect our
        operations.**
  An
        occurrence of serious animal diseases, such as foot-and-mouth disease, or
        any
        outbreak of other epidemics in China affecting animals or humans might result
        in
        material disruptions to our operations, material disruptions to the operations
        of our customers or suppliers, a decline in the supermarket or food retail
        industry or slowdown in economic growth in China and surrounding regions, any
        of
        which could have a material adverse effect on our operations and turnover.
        There
        can be no assurance that our facilities or products will not be affected
        by an
        outbreak of any disease or outbreak in the future, or that the market for
        pork
        products in the PRC will not decline as a result of fear of disease. In either
        case, our business, results of operations and financial condition would be
        adversely and materially affected.
  50
  **Consumer
        concerns regarding the safety and quality of food products or health concerns
        could adversely affect sales of our products.**
  Our
        sales
        performance could be adversely affected if consumers lose confidence in the
        safety and quality of our products. Consumers in the PRC are increasingly
        conscious of food safety and nutrition. Consumer concerns about, for example,
        the safety of pork products, or about the safety of food additives used in
        processed meat products, could discourage them from buying certain of our
        products and cause our results of operations to suffer.
  **We
        may be subject to substantial liability should the consumption of any of
        our
        products cause personal injury or illness.**
  The
        sale
        of food products for human consumption involves an inherent risk of injury
        to
        consumers. Such injuries may result from tampering by unauthorized third
        parties
        or product contamination or degeneration, including the presence of foreign
        contaminants, chemical substances or other agents or residues during the
        various
        stages of the procurement and production process. While we are subject to
        governmental inspections and regulations, we cannot assure you that consumption
        of our products will not cause a health-related illness in the future, or
        that
        we will not be subject to claims or lawsuits relating to such
        matters.
  Even
        if a
        product liability claim is unsuccessful or is not fully pursued, the negative
        publicity surrounding any assertions that our products caused personal injury
        or
        illness could adversely affect our reputation with customers and our corporate
        and brand image. Consistent with industry practice in China, we do not maintain
        product liability insurance. Furthermore, our products could potentially
        suffer
        from product tampering, contamination or degeneration or be mislabeled or
        otherwise damaged. Under certain circumstances, we may be required to recall
        products. Even if a situation does not necessitate a product recall, we cannot
        assure you that government sanctions or product liability claims will not
        be
        asserted against us as a result. A product liability judgment against us
        or a
        product recall could have a material adverse effect on our business, financial
        condition or results of operations.
  **Our
        product and company name may be subject to counterfeiting and/or imitation,
        which could impact upon our reputation and brand image as well as lead to
        higher
        administrative costs.**
  We
        regard
        brand positioning as the core of our competitive strategy, and intend to
        position our brand, “ChumingTM” to create the perception and image of health,
        nutrition, freshness and quality in the minds of our customers. There have
        been
        frequent occurrences of counterfeiting and imitation of products in the PRC
        in
        the past. We cannot guarantee that counterfeiting or imitation of our products
        will not occur in the future or that we will be able to detect it and deal
        with
        it effectively. Any occurrence of counterfeiting or imitation could impact
        negatively upon our corporate and brand image, particularly if the counterfeit
        or imitation products cause sickness, injury or death to consumers. In addition,
        counterfeit or imitation products could result in a reduction in our market
        share, a loss of revenues or an increase in our administrative expenses in
        respect of detection or prosecution.
  51
  ***Risks
        Relating To Conducting Business in the PRC***
  Substantially
        all of our assets and projects are located in the PRC, and substantially
        all of
        our revenue is sourced from the PRC. Accordingly, our results of operations
        and
        financial position are subject to a significant degree to economic, political
        and legal developments in the PRC, including the following risks:
  **Economic,
        political and social conditions and government policies in China could have
        a
        material adverse effect on our business, financial condition and results
        of
        operations.**
 
 Economic,
        political and social conditions and government policies in China differ in
        many
        respects from other more fully industrialized nations, and below are examples
        of
        such differences.
  ·
              *Structure*.
                  Agriculture still plays an important role in Chinese economy and
                  employment. Agriculture still represents around 50% of the employment,
                  which is substantially higher than most developed countries.
  ·
              *Capital
                  re-investment*.
                  Compared with more highly developed nations, there may be less
                  availability to Chinese firms of all types of investment capital
                  within
                  China.
  ·
              *Government
                  involvement*.
                  China is still transitioning from a centrally planned economic
                  model to
                  that of a free market. As a result, the Chinese government has
                  traditionally had a greater degree of regulatory involvement in
                  the
                  economic affairs and conduct of firms in China, as compared with
                  firms in
                  more advanced market-based economies.
  ·
              *Allocation
                  of resources*.
                  Related to the above point, the Chinese government may have greater
                  ability to influence the allocation of capital, labor, materials,
                  and
                  other resources than governments of other advanced market-based
                  economies.
  ·
              *Level
                  of development*.
                  Although China’s economy has been rapidly growing in recent years, certain
                  aspects such as public infrastructure, poverty rate, and other
                  measurements of development still lag behind highly developed nations,
                  and
                  this affects how companies must conduct business in China.
  ·
              *Control
                  of foreign exchange*.
                  China still maintains strict foreign exchange controls which has
                  been in
                  place since 1979, although steps have been taken to increase the
                  exchangeability of the Chinese Renminbi with other currencies.
  ·
              *Growth
                  rate*.
                  For several years, China’s economy has achieved consistent double digit
                  growth rates, and this may put strain on infrastructure, availability
                  on
                  raw materials, and ability of firms to manage growth.
  ·
              *Rate
                  of inflation*.
                  According to the Consumer Price Index (CPI) compiled by the National
                  Statistics Bureau of China, the overall rate of inflation (CPI)
                  in August
                  2007 is 6.5% and the rate of inflation for food in August 2007
                  was 18.2%,
                  which are substantially higher than most of the developed countries,
                  and
                  these factors affect the local market environment in which Chinese
                  firms
                  must operate.
  The
        economy of China has been transitioning from a centrally planned economy
        to a
        more market-oriented economy. Although in recent years the PRC government
        has
        implemented measures emphasizing the utilization of market forces for economic
        reform, a substantial portion of productive assets in China is still owned
        by
        the PRC government. In addition, the PRC government continues to play a
        significant role in regulating industries by imposing industrial policies.
        It
        also exercises significant control over China’s economic growth through
        allocation of resources, controlling payment of foreign currency-denominated
        obligations, setting monetary policy and providing preferential treatment
        to
        particular industries or companies.
  52
  Policies
        and other measures taken by the PRC government to regulate the economy could
        have a significant negative impact on economic conditions in China, with
        a
        resulting negative impact on our business. For example, our financial condition
        and results of operations may be materially and adversely affected
        by:
  ·
              new
                  laws and regulations and the interpretation of those laws and
                  regulations;·
              the
                  introduction of measures to control inflation or stimulate
                  growth;·
              changes
                  in the rate or method of taxation;·
              the
                  imposition of additional restrictions on currency conversion and
                  remittances abroad; or·
              any
                  actions which limit our ability to develop, produce, import or
                  sell our
                  products in China, or to finance and operate our business in
                  China.
  **Uncertainties
        with respect to the PRC legal system could adversely affect
        us.**
  We
        conduct our business primarily through our Chuming Operating Subsidiaries
        which
        are located in China, which are governed by PRC laws and regulations. In
        addition, because the parent companies that hold these entities, namely PSI
        and
        Energroup Holdings Corporation, are outside of China, we are generally subject
        to laws and regulations applicable to foreign investments in China and, in
        particular, laws applicable to wholly foreign-owned enterprises. The PRC
        legal
        system is based on written statutes. Prior court decisions may be cited for
        reference but have limited precedential value.
 
 Since
        1979, PRC legislation and regulations have significantly enhanced the
        protections afforded to various forms of foreign investments in China. However,
        China has not developed a fully integrated legal system and recently enacted
        laws and regulations may not sufficiently cover all aspects of economic
        activities in China. In particular, because these laws and regulations are
        relatively new, and because of the limited volume of published decisions
        and
        their nonbinding nature, the interpretation and enforcement of these laws
        and
        regulations involve uncertainties. In addition, the PRC legal system is based
        in
        part on government policies and internal rules (some of which are not published
        on a timely basis or at all) that may have a retroactive effect. As a result,
        we
        may not be aware of our violation of these policies and rules until some
        time
        after the violation. In addition, any litigation in China may be protracted
        and
        result in substantial costs and diversion of resources and management
        attention.
  **You
        may experience difficulties in effecting service of legal process, enforcing
        foreign judgments or bringing original actions in China based on United States
        or other foreign laws against us, our management or the experts named in
        this
        prospectus.**
  We
        conduct substantially all of our operations in China and substantially all
        of
        our assets are located in China. In addition, while we are incorporated in
        the
        State of Nevada, all of our senior executive officers reside within China.
        As a
        result, it may not be possible to effect service of process within the United
        States or elsewhere outside China upon our senior executive officers, including
        with respect to matters arising under U.S. federal securities laws or applicable
        state securities laws. Moreover, our PRC counsel has advised us that the
        PRC
        does not have treaties with the United States or many other countries providing
        for the reciprocal recognition and enforcement of judgment of
        courts.
  53
  **Governmental
        control of currency conversion may affect the value of your
        investment.**
  The
        PRC
        government imposes controls on the convertibility of RMB into foreign currencies
        and, in certain cases, the remittance of currency out of China. We receive
        substantially all of our revenues in RMB. Under our current structure, our
        income is primarily derived from payments from Dalian Precious Sheen
        Investments Consulting Co., Ltd. Shortages in the availability of foreign
        currency may restrict the ability of our PRC subsidiaries and our affiliated
        entity to remit sufficient foreign currency to pay dividends or other payments
        to us, or otherwise satisfy their foreign currency denominated obligations.
        Under existing PRC foreign exchange regulations, payments of current account
        items, including profit distributions, interest payments and expenditures
        from
        trade-related transactions, can be made in foreign currencies without prior
        approval from the PRC State Administration of Foreign Exchange by complying
        with
        certain procedural requirements. However, approval from appropriate government
        authorities is required where RMB is to be converted into foreign currency
        and
        remitted out of China to pay capital expenses such as the repayment of bank
        loans denominated in foreign currencies. The PRC government may also at its
        discretion restrict access in the future to foreign currencies for current
        account transactions. If the foreign exchange control system prevents us
        from
        obtaining sufficient foreign currency to satisfy our currency demands, we
        may
        not be able to pay dividends in foreign currencies to our
        shareholders.
  **Fluctuation
        in the value of RMB may have a material adverse effect on your
        investment.**
  The
        value
        of RMB against the U.S. dollar and other currencies may fluctuate and is
        affected by, among other things, changes in political and economic conditions.
        Our revenues and costs are mostly denominated in RMB, while we report our
        financial results and position in U.S. dollars. Any significant fluctuation
        in
        value of RMB may materially and adversely affect our reported cash flows,
        revenues, earnings and financial position, and the value of, and any dividends
        payable on, our stock in U.S. dollars. For example, an appreciation of RMB
        against the U.S. dollar would make any new RMB denominated investments or
        expenditures more costly to us, to the extent that we need to convert U.S.
        dollars into RMB for such purposes. An appreciation of RMB against the U.S.
        dollar would also result in foreign currency translation losses for financial
        reporting purposes when we translate our U.S. dollar denominated financial
        assets into RMB, as RMB is our reporting currency.
  **We
        face risks related to health epidemics and other
        outbreaks.**
  Our
        business could be adversely affected by the effects of SARS or another epidemic
        or outbreak. China reported a number of cases of SARS in April 2004. Any
        prolonged recurrence of SARS or other adverse public health developments
        in
        China may have a material adverse effect on our business operations. For
        instance, health or other government regulations adopted in response may
        require
        temporary closure of our production facilities or of our offices. Such closures
        would severely disrupt our business operations and adversely affect our results
        of operations. We have not adopted any written preventive measures or
        contingency plans to combat any future outbreak of SARS or any other
        epidemic.
 
 ***Risks
        Related to Our Corporate Structure***
  **In
        order to comply with PRC laws limiting foreign ownership of Chinese companies,
        we conduct our business in the PRC through Chuming by means of certain
        ownership arrangements. If the PRC government determines that these ownership
        arrangements do not comply with applicable regulations, our business could
        be
        adversely affected and we could be subject to sanctions.**
  As
        a
        result of the share exchange transaction disclosed elsewhere in this report,
        we
        own 100% of the equity interest in Precious Sheen Investments Limited, a
        British
        Virgin Islands company (“PSI “). PSI owns 100% of the equity in Dalian Precious
        Sheen Investments Consulting Co., Ltd., a wholly foreign owned enterprise
        in the
        PRC (“Chuming”). Chuming is a holding company for the following three operating
        subsidiaries: (i) Dalian Chuming Slaughter and Packaging Pork Company Ltd.,
        (ii)
        Dalian Chuming
        Processed Foods Company Ltd., and (iii) Dalian Chuming Sales Company Ltd.,
        each
        of which is a limited liability company headquartered in, and organized under
        the laws of, China (collectively, the “Chuming Operating
        Subsidiaries”).
  54
  The
        PRC
        government restricts foreign investment in businesses in China. Accordingly,
        we
        operate our business in China through Chuming and the Chuming Operating
        Subsidiaries, each of which  holds the licenses and approvals necessary to
        operate our business in China.
  Although
        we believe we comply with current PRC regulations, we cannot assure you that
        the
        PRC government would agree that these operating arrangements comply with
        PRC
        licensing, registration or other regulatory requirements, with existing policies
        or with requirements or policies that may be adopted in the future. If in
        the
        future the PRC government determines that we do not comply with applicable
        PRC
        law, it could impose fines on our PRC shareholders, and in extreme cases,
        the
        PRC government could take steps to revoke our business and operating licenses,
        require us to discontinue or restrict our operations, restrict our right
        to
        collect revenues, require us to restructure our operations, impose additional
        conditions or requirements with which we may not be able to comply, impose
        restrictions on our business operations or on our customers, or take other
        regulatory or enforcement actions against us that could be harmful to our
        business. Any of these or similar actions could significantly disrupt our
        business operations or restrict us from conducting a substantial portion
        of our
        business operations, which could materially and adversely affect our business,
        financial condition and results of operations.
  **Recent
        PRC regulations relating to acquisitions of PRC companies by foreign entities
        may limit our ability to acquire PRC companies and adversely affect the
        implementation of our strategy as well as our business and
        prospects.**
  The
        PRC
        State Administration of Foreign Exchange, or SAFE, issued a public notice
        in
        January 2005 concerning foreign exchange regulations on mergers and acquisitions
        in China. The public notice states that if an offshore company controlled
        by PRC
        residents intends to acquire a PRC company, such acquisition will be subject
        to
        strict examination by the relevant foreign exchange authorities. The public
        notice also states that the approval of the relevant foreign exchange
        authorities is required for any sale or transfer by the PRC residents of
        a PRC
        company’s assets or equity interests to foreign entities, such as us, for equity
        interests or assets of the foreign entities.
  In
        April
        2005, SAFE issued another public notice further explaining the January notice.
        In accordance with the April notice, if an acquisition of a PRC company by
        an
        offshore company controlled by PRC residents has been confirmed by a Foreign
        Investment Enterprise Certificate prior to the promulgation of the January
        notice, the PRC residents must each submit a registration form to the local
        SAFE
        branch with respect to their respective ownership interests in the offshore
        company, and must also file an amendment to such registration if the offshore
        company experiences material events, such as changes in the share capital,
        share
        transfer, mergers and acquisitions, spin-off transactions or use of assets
        in
        China to guarantee offshore obligations.
  On
        May
        31, 2007, SAFE issued another official notice known as “Circular 106,” which
        requires the owners of any Chinese company to obtain SAFE’s approval before
        establishing any offshore holding company structure for foreign financing
        as
        well as subsequent acquisition matters in China.
  If
        we
        decide to acquire a PRC company, we cannot assure you that we or the owners
        of
        such company, as the case may be, will be able to complete the necessary
        approvals, filings and registrations for the acquisition. This may restrict
        our
        ability to implement our acquisition strategy and adversely affect our business
        and prospects. In addition, if such registration cannot be obtained, our
        company
        will not be able
        to
        receive dividends declared and paid by our subsidiaries in the PRC and may
        be
        forbidden from paying dividends for profit distribution or capital reduction
        purposes.
  55
  **Chuming
        is subject to restrictions on making payments to our parent
        company.**
  We
        are a
        holding company incorporated in the State of Nevada and do not have any assets
        or conduct any business operations other than our investment in Chuming and
        their operating subsidiaries in China. As a result of our holding company
        structure, we rely entirely on payments or dividends from Chuming for our
        cash
        flow to fund our corporate overhead and regulatory obligations. The PRC
        government also imposes controls on the conversion of Renminbi into foreign
        currencies and the remittance of currencies out of China. We may experience
        difficulties in completing the administrative procedures necessary to obtain
        and
        remit foreign currency. Further, if our subsidiaries in China incur debt
        on
        their own in the future, the instruments governing the debt may restrict
        their
        ability to make payments. If we are unable to receive all of the revenues
        from
        our operations through these dividend arrangements, we may be unable to pay
        dividends on our shares of common stock.
 
 ***Risk
        Relating to an Investment in Our Securities***
  **Generally,
        we have not paid any cash dividends to our shareholders and no cash dividends
        will be paid in the foreseeable future.**
  We
        do not
        anticipate paying cash dividends on our common stock in the foreseeable future
        and we may not have sufficient funds legally available to pay dividends.
        Even if
        the funds are legally available for distribution, we may nevertheless decide
        or
        may be unable due to pay any dividends. We intend to retain all earnings
        for our
        company’s operations.
  **The
        application of the “penny stock” rules could adversely affect the market price
        of our common stock and increase your transaction costs to sell those
        shares.**
  As
        long
        as the trading price of our common shares is below $5 per share, the open-market
        trading of our common shares will be subject to the “penny stock” rules. The
“penny stock” rules impose additional sales practice requirements on
        broker-dealers who sell securities to persons other than established customers
        and accredited investors (generally those with assets in excess of US$1,000,000
        or annual income exceeding US$200,000 or US$300,000 together with their spouse).
        For transactions covered by these rules, the broker-dealer must make a special
        suitability determination for the purchase of securities and have received
        the
        purchaser’s written consent to the transaction before the purchase.
        Additionally, for any transaction involving a penny stock, unless exempt,
        the
        broker-dealer must deliver, before the transaction, a disclosure schedule
        prescribed by the Securities and Exchange Commission relating to the penny
        stock
        market. The broker-dealer also must disclose the commissions payable to both
        the
        broker-dealer and the registered representative and current quotations for
        the
        securities. Finally, monthly statements must be sent disclosing recent price
        information on the limited market in penny stocks. These additional burdens
        imposed on broker-dealers may restrict the ability or decrease the willingness
        of broker-dealers to sell our common stock, and may result in decreased
        liquidity for our common stock and increased transaction costs for sales
        and
        purchases of our common stock as compared to other securities.
  56
  **Our
        common stock is thinly traded and, you may be unable to sell at or near “ask”
prices or at all if you need to sell your shares to raise money or otherwise
        desire to liquidate your shares.**
  We
        cannot
        predict the extent to which an active public market for our common stock
        will
        develop or be sustained. However, we do not rule out the possibility of applying
        for listing on the Nasdaq Global Select
        Market, Nasdaq Global Market, Nasdaq Capital Market (the “Nasdaq Markets”), or
        other exchanges. Our common stock has historically been sporadically or “thinly
        traded” on the “Over-the-Counter Bulletin Board,” meaning that the number of
        persons interested in purchasing our common stock at or near bid prices at
        any
        given time may be relatively small or nonexistent. This situation is
        attributable to a number of factors, including the fact that we are a small
        company which is relatively unknown to stock analysts, stock brokers,
        institutional investors and others in the investment community that generate
        or
        influence sales volume, and that even if we came to the attention of such
        persons, they tend to be risk-adverse and would be reluctant to follow an
        unproven company such as ours or purchase or recommend the purchase of our
        shares until such time as we become more seasoned and viable. As a consequence,
        there may be periods of several days or more when trading activity in our
        shares
        is minimal or non-existent, as compared to a seasoned issuer that has a large
        and steady volume of trading activity that will generally support continuous
        sales without an adverse effect on share price. We cannot give you any assurance
        that a broader or more active public trading market for our common stock
        will
        develop or be sustained, or that current trading levels will be
        sustained.
 
 The
        market price of our common stock is particularly volatile given our status
        as a
        relatively small company with a small and thinly traded “float” that could lead
        to wide fluctuations in our share price. The price at which you purchase
        our
        common stock may not be indicative of the price that will prevail in the
        trading
        market. You may be unable to sell your common stock at or above your purchase
        price if at all, which may result in substantial losses to you.
  The
        market for our common stock is characterized by significant price volatility
        when compared to seasoned issuers, and we expect that our share price will
        continue to be more volatile than a seasoned issuer for the indefinite future.
        The volatility in our share price is attributable to a number of factors.
        As
        noted above, our common stock is sporadically and/or thinly traded. As a
        consequence of this lack of liquidity, the trading of relatively small
        quantities of shares by our shareholders may disproportionately influence
        the
        price of those shares in either direction. The price for our shares could,
        for
        example, decline precipitously in the event a large number of our common
        shares
        are sold on the market without commensurate demand, as compared to a seasoned
        issuer which could better absorb those sales without adverse impact on its
        share
        price. The following factors also may add to the volatility in the price
        of our
        common stock: actual or anticipated variations in our quarterly or annual
        operating results; adverse outcomes; additions to or departures of our key
        personnel, as well as other items discussed under this “Risk Factors” section,
        as well as elsewhere in this Report. Many of these factors are beyond our
        control and may decrease the market price of our common stock, regardless
        of our
        operating performance. We cannot make any predictions or projections as to
        what
        the prevailing market price for our common stock will be at any time, including
        as to whether our common stock will sustain its current market prices, or
        as to
        what effect the sale of shares or the availability of common shares for sale
        at
        any time will have on the prevailing market price. However, we do not rule
        out
        the possibility of applying for listing on the Nasdaq Markets or another
        exchange.
  Shareholders
        should be aware that, according to SEC Release No. 34-29093, the market for
        penny stocks has suffered in recent years from patterns of fraud and abuse.
        Such
        patterns include (1) control of the market for the security by one or a few
        broker-dealers that are often related to the promoter or issuer; (2)
        manipulation of prices through pre-arranged matching of purchases and sales
        and
        false and misleading press releases; (3) boiler room practices involving
        high-pressure sales tactics and unrealistic price projections by inexperienced
        sales persons; (4) excessive and undisclosed bid-ask differential and markups
        by
        selling broker-dealers; and (5) the wholesale dumping of the same securities
        by
        promoters and broker-dealers after prices have been manipulated to a desired
        level, along with the resulting inevitable collapse of those prices and with
        consequent investor losses. Our management is aware of the abuses that have
        occurred historically in the penny stock market. Although we do not expect
        to be
        in a position to dictate the behavior of the market or of broker-dealers
        who
        participate in the market, management
        will strive within the confines of practical limitations to prevent the
        described patterns from being established with respect to our securities.
        The
        occurrence of these patterns or practices could increase the volatility of
        our
        share price.
  57
  **Volatility
        in our common stock price may subject us to securities
        litigation.**
  The
        market for our common stock may be characterized by significant price volatility
        when compared to seasoned issuers, and we expect our share price will be
        more
        volatile than a seasoned issuer for the indefinite future. In the past,
        plaintiffs have often initiated securities class action litigation against
        a
        company following periods of volatility in the market price of its securities.
        We may, in the future, be the target of similar litigation. Securities
        litigation could result in substantial costs and liabilities and could divert
        management’s attention and resources.
  **Legislative
        actions, higher insurance costs and potential new accounting pronouncements
        may
        impact our future financial position and results of
        operations.**
  There
        have been regulatory changes, including the Sarbanes-Oxley Act of 2002, and
        there may potentially be new accounting pronouncements or additional regulatory
        rulings that will have an impact on our future financial position and results
        of
        operations. The Sarbanes-Oxley Act of 2002 and other rule changes, as well
        as
        proposed legislative initiatives following the Enron bankruptcy, are likely
        to
        increase general and administrative costs and expenses. In addition, insurers
        are likely to increase premiums as a result of high claims rates over the
        past
        several years, which we expect will increase our premiums for insurance
        policies. Further, there could be changes in certain accounting rules. These
        and
        other potential changes could materially increase the expenses we report
        under
        generally accepted accounting principles, and adversely affect our operating
        results.
  **Past
        activities of our company and its affiliates may lead to future liability
        for
        our company.**
  Prior
        to
        our acquisition of Chuming in December 2007, we engaged in businesses unrelated
        to our current operations. Although certain previously controlling shareholders
        of our company are providing certain indemnifications against any loss,
        liability, claim, damage or expense arising out of or based on any breach
        of or
        inaccuracy in any of their representations and warranties made regarding
        such
        acquisition, any liabilities relating to such prior business against which
        we
        are not completely indemnified may have a material adverse effect on our
        company.
  **Future
        sales of shares of our common stock may decrease the price for such
        shares.**
  Actual
        sales, or the prospect of sales by our shareholders, may have a negative
        effect
        on the market price of the shares of our common stock. We may also register
        certain shares of our common stock that are subject to outstanding convertible
        securities, if any, or reserved for issuance under our stock option plans,
        if
        any. Once such shares are registered, they can be freely sold in the public
        market upon exercise of the options. If any of our shareholders either
        individually or in the aggregate cause a large number of securities to be
        sold
        in the public market, or if the market perceives that these holders intend
        to
        sell a large number of securities, such sales or anticipated sales could
        result
        in a substantial reduction in the trading price of shares of our common stock
        and could also impede our ability to raise future capital.
  58
  **Mergers
        of the type we just completed with Chuming are often heavily scrutinized
        by the
        SEC and we may encounter difficulties or delays in obtaining future regulatory
        approvals.**
  Historically,
        the SEC and Nasdaq have not generally favored transactions in which a privately
        held company merges into a largely inactive company with publicly traded
        stock,
        and there is a significant
        risk that we may encounter difficulties in obtaining the regulatory approvals
        necessary to conduct future financing or acquisition transactions, or to
        eventually achieve a listing of shares on one of the Nasdaq stock markets
        or on
        a national securities exchange. On June 29, 2005, the SEC adopted rules dealing
        with private company mergers into dormant or inactive public companies. As
        a
        result, it is likely that we will be scrutinized carefully by the SEC and
        possibly by the Financial Industry Regulatory Authority, which could result
        in
        difficulties or delays in achieving SEC clearance of any future registration
        statements or other SEC filings that we may pursue, in attracting FINRA-member
        broker-dealers to serve as market-makers in our common stock, or in achieving
        admission to one of the Nasdaq stock markets or any other national securities
        market. As a consequence, our financial condition and the value and liquidity
        of
        your shares of our common stock may be negatively impacted.
  **Our
        corporate actions are substantially controlled by our principal shareholders
        and
        affiliated entities.**
  Our
        principal shareholders and their affiliated entities own approximately 69.5%
        of
        our outstanding ordinary shares, representing approximately 69.5% of our
        voting
        power. These shareholders, acting individually or as a group, could exert
        substantial influence over matters such as electing directors and approving
        mergers or other business combination transactions. In addition, because
        of the
        percentage of ownership and voting concentration in these principal shareholders
        and their affiliated entities, elections of our board of directors will
        generally be within the control of these shareholders and their affiliated
        entities. While all of our shareholders are entitled to vote on matters
        submitted to our shareholders for approval, the concentration of shares and
        voting control presently lies with these principal shareholders and their
        affiliated entities. As such, it would be difficult for shareholders to propose
        and have approved proposals not supported by management. There can be no
        assurances that matters voted upon by our officers and directors in their
        capacity as shareholders will be viewed favorably by all shareholders of
        our
        company.
 
 **The
        elimination of monetary liability against our directors, officers and employees
        under Nevada law and the existence of indemnification rights to our directors,
        officers and employees may result in substantial expenditures by us and may
        discourage lawsuits against our directors, officers and
        employees.**
  Our
        articles of incorporation contain specific provisions that eliminate the
        liability of our directors for monetary damages to our company and shareholders,
        and we are prepared to give such indemnification to our directors and officers
        to the extent provided by Nevada law. We may also have contractual
        indemnification obligations under our employment agreements with our officers.
        The foregoing indemnification obligations could result in our company incurring
        substantial expenditures to cover the cost of settlement or damage awards
        against directors and officers, which we may be unable to recoup. These
        provisions and resultant costs may also discourage our company from bringing
        a
        lawsuit against directors and officers for breaches of their fiduciary duties,
        and may similarly discourage the filing of derivative litigation by our
        shareholders against our directors and officers even though such actions,
        if
        successful, might otherwise benefit our company and shareholders.
  **The
        market price for our stock may be volatile.**
  The
        market price for our stock may be volatile and subject to wide fluctuations
        in
        response to factors including the following:
  ·
              actual
                  or anticipated fluctuations in our quarterly operating
                  results;
  59
  ·
              changes
                  in financial estimates by securities research analysts;·
              conditions
                  in agricultural markets;·
              changes
                  in the economic performance or market valuations of other meat
                  processing
                  companies;·
              announcements
                  by us or our competitors of new products, acquisitions, strategic
                  partnerships, joint ventures or capital commitments;·
              addition
                  or departure of key personnel;·
              fluctuations
                  of exchange rates between RMB and the U.S. dollar;·
              intellectual
                  property litigation; and·
              general
                  economic or political conditions in
                  China.
 
 In
        addition, the securities market has from time to time experienced significant
        price and volume fluctuations that are not related to the operating performance
        of particular companies. These market fluctuations may also materially and
        adversely affect the market price of our stock.
  **We
        may need additional capital, and the sale of additional shares or other equity
        securities could result in additional dilution to our
        shareholders.**
  We
        believe that our current cash and cash equivalents, anticipated cash flow
        from
        operations and the net proceeds from a recent offering will be sufficient
        to
        meet our anticipated cash needs for the near future. We may, however, require
        additional cash resources due to changed business conditions or other future
        developments, including any investments or acquisitions we may decide to
        pursue.
        If our resources are insufficient to satisfy our cash requirements, we may
        seek
        to sell additional equity or debt securities or obtain a credit facility.
        The
        sale of additional equity securities could result in additional dilution
        to our
        shareholders. The incurrence of indebtedness would result in increased debt
        service obligations and could result in operating and financing covenants
        that
        would restrict our operations. We cannot assure you that financing will be
        available in amounts or on terms acceptable to us, if at all.
 
 **ITEM
        2.**  **UNREGISTERED
        SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**
 
 None.
 
 **ITEM
        3.****DEFAULTS
        UPON SENIOR SECURITIES******
 
 None.
 
 **ITEM
        4.****SUBMISSION
        OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 None.
  **ITEM
        5.****OTHER
        INFORMATION**
 
 None.
 
 **ITEM
        6.          EXHIBITS**
 
 The
        following exhibits are included in this report or incorporated by reference
        into
        this report:
  60
  **Exhibit**
                **Number**
              
              **Description**2.1
              
              Share
                  Exchange Agreement by and among the Energroup Holdings Corporation,
                  PSI and PSI and Energroup Shareholders dated December 31, 2007
                  (1)2.2
              
              Articles
                  and Plan of Merger (change in domicile from Utah to Nevada)
                  (2)3.1
              
              Articles
                  of Incorporation of Great Lakes Funding, Inc. (Utah)
                  (1)3.2
              
              Bylaws
                  of Great Lakes Funding, Inc. (1)3.3
              
              Articles
                  of Amendment to Articles of Incorporation of Great Lakes Funding,
                  Inc.
                  (Name Change) (1)3.4
              
              Articles
                  of Amendment to Articles of Incorporation of Energroup Technologies,
                  Inc.
                  (Reverse Split) (2)3.5
              
              Articles
                  of Incorporation of Energroup Holdings Corporation (Nevada)
                  (2)3.6
              
              Bylaws
                  of Energroup Holdings Corporation (2)3.7
              
              Certificate
                  of Amendment to Articles of Incorporation of Energroup Holdings
                  Corporation (3)4.1
              
              Registration
                  Rights Agreement dated December 2007 among Energroup and the investors
                  signatory thereto (1)4.2
              
              Common
                  Stock Purchase Warrant issued to Placement Agent (December 2007)
                  (2)10.11
              
              Short-term
                    Loan Agreement between Shanghai Pu Dong Development Bank Dalian
                    Branch and
                    Dalian Chuming Meat Co. * (English summary
                    translation)10.12
              
              Short-term
                    Loan Agreement between Bank of China Liao Ning Branch and Dalian
                    Chuming
                    Food Co. * (English summary translation)10.13
              
              Short-term
                    Loan Agreement between Bank of China Liao Ning Branch and Dalian
                    Chuming
                    Meat Co. * (English summary translation)10.14
              
              Guarantee
                Agreement between Dalian Chuming Food Co. and Bank of China Liaoning
                Branch.* (English summary translation)31.1
              
              Rule 13a-14(a)
                  / 15d-14(a)(4) Certification by the Company’s Chief Executive
                  Officer.*31.2
              
              Rule
                  13a-14(a) / 15d-14(a)(4) Certification by the Company’s Chief Financial
                  Officer.*32.1
              
              Section
                  1350 Certification by the Company’s Chief Executive
                  Officer.*32.2
              
              Section
                  1350 Certification by the Company’s Chief Financial
                  Officer.*
  
 *
              Filed
                herewith. (1)
              Previously
                  filed with our Current Report on Form 8-K on January 7, 2008 and
                  incorporated herein by
                  reference.
 (2)
              Previously
                  filed with our Current Report on Form 8-K on August 22, 2007 and
                  incorporated herein by reference.
 (3)
              Previously
                  filed with our Current Report on Form 8-K on December 14, 2007
                  and
                  incorporated herein by
                  reference.
  61
  **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.
 
 **ENERGROUP
                  HOLDINGS CORPORATION**Dated:  May
                  20, 2008
              By:
              /s/
                  Shi HuashanShi
                  HuashanPresident and Chief Executive Officer(Principal Executive Officer)Dated:  May
                  20, 2008
              By:
              /s/
                  Wang ShuWang
                  ShuChief Financial Officer(Principal Financial and Accounting Officer)
 
  62