**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: June 30, 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:   333-83125





**YUHE
      INTERNATIONAL, INC.**


(Exact
      name of Registrant as Specified in its Charter)





Nevada
            
            33-0215298(State
                or other jurisdiction of
            
            (I.R.S.
                Employer Identification. No.)incorporation
                or organization)





**301
      Hailong Street**


**Hanting
      District, Weifang, Shandong Province**


**The
      People’s Republic of China**


(Address
      of principal executive offices)




**86
      536 736 3688**


(Registrant’s Telephone Number)





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


Yes x No 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
      definition of “accelerated filer and large accelerated filer” 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 defined in Rule
      12b-2 of the Exchange Act).


Yes o No x





The
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of June 30, 2008 is as follows:


Class
                of Securities
            
            Shares
                OutstandingCommon
                Stock, $0.001 par value
            
            15,543,330
                (on a post split basis)








1




**TABLE
      OF CONTENTS**


**Page****PART
                  I**Item
                  1.
              Condensed
                  Financial Statements
              
              3Item
                  2.
              Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              
              4Item
                  3.
              Quantitative
                  and Qualitative Disclosures About Market Risk
              
              17Item
                  4.
              Controls
                  and Procedures
              
              17**PART
                  II**Item
                  1.
              Legal
                  Proceedings
              
              18Item
                  1A.
              Risk
                  Factors
              
              18Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds.
              
              18Item
                  3.
              Defaults
                  Upon Senior Securities
              
              19Item
                  4.
              Submission
                  of Matters to a Vote of Securities Holders
              
              19Item
                  5.
              Other
                  Information
              
              19Item
                  6.
              Index
                  to Exhibits
              
              19Signatures
              
              
              20Certifications




2




**PART
        I**
 **FINANCIAL
        INFORMATION**
  
 **ITEM
        1. CONDENSED FINANCIAL STATEMENTS.**
 
 
 **YUHE
        INTERNATIONAL, INC.**
 **(Formerly
        known as First Growth Investors Inc.)**
 
 **CONDENSED
        CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007**
 
 Index
        to
        condensed consolidated financial statements
  
 PageCondensed
                  Consolidated Balance Sheets
              
              
              F-2Condensed
                  Consolidated Statements of Operations and Comprehensive
                  Income
              
              
              F-3Condensed
                  Consolidated Statements of Changes in Stockholders’ Equity
              
              
              F-4Condensed
                  Consolidated Statements of Cash Flows
              
              
              F-5
                  - F-6Notes
                  to Condensed Consolidated Financial Statements
              
              
              F-7
                  - F-40
  3
 **YUHE
        INTERNATIONAL, INC.**
 **(Formerly
        known as First Growth Investors Inc.)**
 
 **CONDENSED
        CONSOLIDATED BALANCE SHEETS**
 **(Stated
        in US Dollars)**
  June
                  30,2008
              
              December
                  31,2007(unaudited)ASSETSCurrent
                  assets:Cash
                  and cash equivalents
              
              $
              845,565
              
              $
              1,050,168Accounts
                  receivables
              
              
              3,936
              
              
              -Inventories
              
              
              9,319,204
              
              
              -Note
                  receivables, net
              
              
              4,278,651
              
              
              -Advances
                  to suppliers
              
              
              1,265,078
              
              
              -Total
                  current assets
              
              
              15,712,434
              
              
              1,050,168Plant
                  and equipment, net
              
              
              16,892,878
              
              
              -Deposits
                  paid for acquisition of long term assets
              
              
              10,573,936
              
              
              -Other
                  receivables, net
              
              
              346,501
              
              
              -Unlisted
                  investments
              
              
              298,660
              
              
              -Intangible
                  assets, net
              
              
              2,934,922
              
              
              -Due
                  from related companies
              
              
              3,945,779
              
              
              1,000,000Due
                  from a shareholder
              
              
              15,000
              
              
              -Deferred
                  expenses
              
              
              639,662
              
              
              -Total
                  assets
              
              $
              51,359,772
              
              $
              2,050,168LIABILITIES
                  AND STOCKHOLDERS’ EQUITYCurrent
                  liabilities:Accounts
                  payable
              
              $
              4,303,801
              
              $
              -Current
                  portion of long term loans
              
              
              5,748,130
              
              
              -Loans
                  payable
              
              
              1,096,820
              
              
              -Other
                  payable
              
              
              999,195
              
              
              -Payroll
                  and payroll related liabilities
              
              
              779,614
              
              
              -Accrued
                  expenses
              
              
              609,112
              
              
              70Advances
                  from customers
              
              
              187,313
              
              
              -Other
                  tax payables
              
              
              141,178
              
              
              -Due
                  to related companies
              
              
              517,400
              
              
              2,210Total
                  current liabilities
              
              
              14,382,563
              
              
              2,280Non-current
                  liabilitiesLong-term
                  loans
              
              
              4,991,414
              
              
              -Loan
                  from director
              
              
              291,045
              
              
              -Other
                  long term liabilities
              
              
              143,224
              
              
              -Total
                  liabilities
              
              
              19,808,246
              
              
              2,280Stockholders'
                  EquityPreferred
                  stock, $.001 par value, 1,000,000 shares authorized,no
                  shares issued and outstanding
              
              
              -
              
              
              -Common
                  stock at $.001 par value; authorized 500,000,000 shares authorized,
                  15,543,330 and 8,626,318 equivalent shares issued and
                  outstanding
              
              
              15,543
              
              
              8,626Additional
                  paid-in capital
              
              
              29,576,782
              
              
              2,041,474Retained
                  earnings
              
              
              890,451
              
              
              (2,212
              )Accumulated
                  other comprehensive income
              
              
              1,068,750
              
              
              -Total
                  stockholders’ equity
              
              
              31,551,526
              
              
              2,047,888Total
                  liabilities and stockholders’ equity
              
              $
              51,359,772
              
              $
              2,050,168
  See
        accompanying notes to condensed consolidated financial statements
 F-2
 **YUHE
        INTERNATIONAL, INC.**
 **(Formerly
        known as First Growth Investors Inc.)**
 
 **CONDENSED
        CONSOLIDATED** **STATEMENTS
        OF** **INCOME
        AND**
 **COMPREHENSIVE
        INCOME- (UNAUDITED)**
 **(Stated
        in US Dollars)**
  For
                  The Six Months Ended
              
              For
                  The Three Months EndedJune
                  30
              
              June
                  302008
              
              2007
              
              2008
              
              2007Net
                  revenues
              
              $
              6,708,482
              
              $
              -
              
              $
              5,604,931
              
              $
              -Cost
                  of revenue
              
              
              (4,643,247
              )
              
              -
              
              
              (3,768,540
              )
              
              -Gross
                  profit
              
              
              2,065,235
              
              
              -
              
              
              1,836,391
              
              
              -Operating
                  ExpensesSelling
                  expenses
              
              
              (144,831
              )
              
              -
              
              
              (96,291
              )
              
              -General
                  and administrative expenses
              
              
              (719,211
              )
              
              -
              
              
              (457,961
              )
              
              -Bad
                  Debts recovery
              
              
              86,915
              
              
              -
              
              
              73,770
              
              
              -Total
                  operating expenses
              
              
              (777,127
              )
              
              -
              
              
              (480,482
              )
              
              -Income
                  from operations
              
              
              1,288,108
              
              
              -
              
              
              1,355,909
              
              
              -Non-operating
                  income (expenses)Interest
                  income
              
              
              4,455
              
              
              -
              
              
              4,297
              
              
              -Other
                  income
              
              
              5,900
              
              
              -
              
              
              -
              
              
              -Gain
                  on disposal of fixed assets
              
              
              87,588
              
              
              -
              
              
              87,588
              
              
              -Investment
                  income
              
              
              6,074
              
              
              -
              
              
              6,074
              
              
              -Interest
                  expenses
              
              
              (443,120
              )
              
              -
              
              
              (262,646
              )
              
              -Other
                  expenses
              
              
              (56,342
              )
              
              -
              
              
              (26,078
              )
              
              -Total
                  other expenses
              
              
              (395,445
              )
              
              -
              
              
              (190,765
              )
              
              -Net
                  income before income taxes
              
              
              892,663
              
              
              -
              
              
              1,165,144
              
              
              -Income
                  taxes
              
              
              -
              
              
              -
              
              
              -
              
              
              -Net
                  income
              
              $
              892,663
              
              $
              -
              
              $
              1,165,144
              
              $
              -Other
                  comprehensive incomeForeign
                  currency translation
              
              
              1,068,750
              
              
              -
              
              
              650,829
              
              
              -Comprehensive
                  income
              
              $
              1,961,413
              
              $
              -
              
              $
              1,815,973
              
              $
              -Earnings
                  per shareBasic
              
              $
              0.07
              
              $
              -
              
              $
              0.07
              
              $
              -Diluted
              
              $
              0.07
              
              $
              -
              
              $
              0.07
              
              $
              -Weighted
                  average shares outstandingBasic
              
              
              12,844,935
              
              
              8,626,318
              
              
              15,543,330
              
              
              8,626,318Diluted
              
              
              13,039,395
              
              
              8,626,318
              
              
              15,868,739
              
              
              8,626,318
  See
        accompanying notes to condensed consolidated financial statements
 F-3
  **YUHE
        INTERNATIONAL, INC.**
 **(Formerly
        known as First Growth Investors Inc.)**
 
 **CONDENSED
        CONSOLIDATED** **STATEMENTS
        OF CHANGES IN STOCKHOLDERS’ EQUITY - (UNAUDITED)**
  **(Stated
        in US Dollars)**
  **Common
                  stock**
              
              
              
              
              
              **Accumulated
                  other**
              
              **Total****Shares
                  outstanding**
              
              **Amount**
              
              **Additional
                  paid-in capital**
              
              **Retained
                  Earnings**
              
              **comprehensive
                  income**
              
              **stockholders’**
                **Equity**Balance
                  at December 31, 2007
              
              
              8,626,318
              
              $
              8,626
              
              $
              2,041,474
              
              $
              (2,212
              )
              $
              -
              
              $
              2,047,888Additional
                  capital contribution
              
              
              -
              
              
              -
              
              
              12,149,750
              
              
              -
              
              
              -
              
              
              12,149,750Recapitalization
              
              
              1,087,994
              
              
              1,088
              
              
              (2,082
              )
              
              -
              
              
              -
              
              
              (994
              )Share
                  issued in private placement at $3.088 per share
              
              
              5,829,018
              
              
              5,829
              
              
              17,994,171
              
              
              -
              
              
              -
              
              
              18,000,000Cost
                  of raising capital
              
              
              -
              
              
              -
              
              
              (2,640,477
              )
              
              -
              
              
              -
              
              
              (2,640,477
              )Warrants
                  issued in connection with private placement
              
              
              -
              
              
              -
              
              
              2,398,975
              
              
              -
              
              
              -
              
              
              2,398,975Cost
                  of raising capital - issuance of warrants
              
              
              -
              
              
              -
              
              
              (2,398,975
              )
              
              -
              
              
              -
              
              
              (2,398,975
              )Stock
                  based compensation
              
              
              -
              
              
              -
              
              
              33,946
              
              
              
              
              
              -
              
              
              33,946Net
                  income for the period
              
              
              -
              
              
              -
              
              
              
              
              
              892,663
              
              
              -
              
              
              892,663Foreign
                  currency translation adjustment
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,068,750
              
              
              1,068,750Balance
                  at June 30, 2008
              
              
              15,543,330
              
              $
              15,543
              
              $
              29,576,782
              
              $
              890,451
              
              $
              1,068,750
              
              $
              31,551,526
  See
        accompanying notes to condensed consolidated financial statements
  F-4
  **YUHE
        INTERNATIONAL, INC.**
 **(Formerly
        known as First Growth Investors Inc.)**
  **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS** **- (UNAUDITED)**
 **(Stated
        in US Dollars)**
  For
                  The Six Months EndedJune
                  302008
              
              2007Cash
                  flows from operating activitiesNet
                  income
              
              $
              892,663
              
              $
              -Adjustments
                  to reconcile net income to net cash used in operating
                  activities:Stock
                  based compensation
              
              
              33,946
              
              
              -Depreciation
              
              
              621,912
              
              
              -Amortization
              
              
              26,497
              
              
              -Bad
                  debts recovery of other receivables
              
              
              (86,915
              )
              
              -Gain
                  on disposal of fixed assets
              
              
              (87,588
              )
              
              -Income
                  from unlisted investment
              
              
              (6,074
              )
              
              -Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              (2,359
              )
              
              -Advances
                  to suppliers
              
              
              (301,750
              )
              
              -Inventories
              
              
              (4,350,914
              )
              
              -Deferred
                  expenses
              
              
              (37,339
              )
              
              -Accounts
                  payable
              
              
              (699,260
              )
              
              -Other
                  payable
              
              
              (370,416
              )
              
              -Payroll
                  and payroll related liabilities
              
              
              10,926
              
              
              -Accrued
                  expenses
              
              
              (574,584
              )
              
              -Advances
                  from customers
              
              
              (29,814
              )
              
              -Other
                  tax payables
              
              
              9,386
              
              
              -Net
                  cash used in operating activities
              
              
              (4,951,683
              )
              
              -Cash
                  flows from investing activitiesDeposits
                  paid and acquisition of property, plant and equipment
              
              
              (11,394,809
              )
              
              -Proceeds
                  from disposal of fixed assets
              
              
              118,216
              
              
              -Acquisition
                  of subsidiaries
              
              
              (10,567,946
              )
              
              -Advances
                  to notes receivables
              
              
              (3,432,604
              )
              
              -Advances
                  to related parties receivables
              
              
              (34,185
              )
              
              -Net
                  cash used in investing activities
              
              
              (25,311,328
              )
              
              -
  F-5
  **YUHE
        INTERNATIONAL, INC.**
 **(Formerly
        known as First Growth Investors Inc.)**
  **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS** **- (UNAUDITED)**
 **(Stated
        in US Dollars)**
 
 Cash
                  flows from financing activitiesProceeds
                  from loan payable
              
              
              1,300,726
              
              
              -Proceeds
                  from related party borrowing
              
              
              1,106,240
              
              
              -Capital
                  contribution by shareholder
              
              
              12,149,750
              
              
              -Proceeds
                  from issuance of common stock
              
              
              15,359,523
              
              
              -Net
                  cash flows provided by financing activities:
              
              
              29,916,239
              
              
              -Effect
                  of foreign currency translation on cash and cash
                  equivalents
              
              
              142,169
              
              
              -Net
                  decrease in cash
              
              
              (204,603
              )
              
              -Cash-
                  beginning of period
              
              
              1,050,168
              
              
              -Cash-
                  end of period
              
              $
              845,565
              
              $
              -Cash
                  paid during the period for:Interest
                  paid
              
              $
              885,005
              
              $
              -Income
                  taxes paid
              
              $
              -
              
              $
              -Supplemental
                  disclosure of non cash activities:Stock
                  based compensation
              
              $
              33,946
              
              $
              -Income
                  from unlisted investment
              
              $
              6,074
              
              $
              -Accrued
                  on construction in progress
              
              $
              492,526
              
              $
              -
 
 See
        accompanying notes to condensed consolidated financial statements
  F-6
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
  **1.**
                **Basis
                    of presentation**
 
 The
        interim condensed consolidated financial statements included herein, presented
        in accordance with United States generally accepted accounting principles
        and
        stated in US dollars, have been prepared by the Company, without audit, pursuant
        to the rules and regulations of the Securities and Exchange Commission. Certain
        information and footnote disclosures normally included in financial statements
        prepared in accordance with generally accepted accounting principles have
        been
        condensed or omitted pursuant to such rules and regulations, although the
        Company believes that the disclosures are adequate to make the information
        presented not misleading. These statements reflect all adjustments, consisting
        of normal recurring adjustments, which, in the opinion of management, are
        necessary for fair presentation of the information contained therein. It
        is
        suggested that these interim condensed consolidated financial statements
        be read
        in conjunction with the financial statements of the Company for the year
        ended
        December 31, 2007 and notes thereto included in S-1 of Yuhe International,
        Inc.
        (Formerly known as First Growth Investors Inc.) filed on May 12, 2008. The
        Company follows the same accounting policies in the preparation of interim
        reports.
 
 Results
        of operations for the interim periods are not indicative of annual
        results.
 
 
 **2.**
              **Organization
                  and Basis of Preparation of Financial
                  Statements**
 
 **Yuhe
        International, Inc.**
 
 Yuhe
        International, Inc. (formerly known as First Growth Investors Inc.) (“Yuhe” or
“the Company”) was originally organized under the laws of the State of Nevada on
        September 9, 1997. The Company was not presently engaged in any business
        activities and had no operations, income producing assets or significant
        operating capital. At December 31, 2007, the Company was at development stage
        until its business combination with Bright Stand on March 12, 2008.
  F-7
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
 **2.**
              **Organization
                  and Basis of Preparation of Financial Statements -
                  continued**
 
 On
        March
        12, 2008, the Company completed a reverse acquisition transaction with Bright
        Stand International Limited, “Bright Stand”, and Kunio Yamamoto, a Japanese
        person and the sole former shareholder of Bright Stand. Pursuant to the terms
        of
        the Equity Transfer Agreement, the Company acquired all of the outstanding
        capital stock of Bright Stand from Mr. Yamamoto in exchange for 126,857,134
        shares (equivalent to 8,626,318 post -split shares) of its common stock.
        As a
        result of the transaction, Mr. Yamamoto held 126,857,134 shares (equivalent
        to
        8,626,318 post -split shares), or 88.8 % of our 142,857,134 shares (equivalent
        to 9,714,312 post -split shares), of common stock then outstanding following
        the
        completion of all matters referred to above. At the closing, Bright Stand
        became
        a wholly-owned subsidiary of the Company. Accordingly, all references to
        common
        shares of Bright Stand’s common stock have been restated to reflect the
        equivalent numbers of Yuhe International, Inc. equivalent shares. Bright
        Stand
        thereby became the Company’s wholly owned subsidiary and the former shareholders
        of Bright Stand became the Company’s controlling stockholders.
 
 This
        share exchange transaction resulted in Bright Stand former shareholders
        obtaining a majority voting interest in the Company. Generally accepted
        accounting principles require that the company whose shareholders retain
        the
        majority interest in a combined business be treated as the acquirer for
        accounting purposes, resulting in a reverse acquisition with Bright Stand
        as the
        accounting acquiror and Yuhe International, Inc. as the acquired party.
        Accordingly, the share exchange transaction has been accounted for as a
        recapitalization of the Company. The equity section of the accompanying
        financial statements have been restated to reflect the recapitalization of
        the
        Company due to the reverse acquisition as of the first day of the first period
        presented. The assets and liabilities acquired that, for accounting purposes,
        were deemed to have been acquired by Bright Stand were not
        significant.
 
 On
        March
        12, 2008, the Company closed a Securities Purchase Agreement with certain
        investors, the “Financing”. Pursuant to the terms of such Securities Purchase
        Agreement, such investors collectively invested $18,000,000 into Yuhe at
        the
        price of $0.21 ($3.088 post-split) per share in exchange for our issuance
        of
        85,714,282 (equivalent to approximately 5,829,018 post -split shares) shares
        to
        such investors. Mr. Yamamoto also sold 14,285,710 (equivalent to 971,500
        post
        -split shares) shares of common stock to such investors for $3,000,000.
        Immediately following the closing of the Securities Purchase Agreement, Mr.
        Yamamoto owned 112,571,424 (equivalent to 7,654,818 post -split shares) shares
        of our common stock, and the investors owned 99,999,992 shares equivalent
        to
        6,800,518 post -split shares) of our common stock.
  F-8
  **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
 **2.**
                **Organization
                    and Basis of Preparation of Financial Statements -
                    continued**
 In
        connection with this private placement on March 12, 2008, as part of the
        compensation to the placement agent, Roth Capital Partners, LLC, in connection
        with their services under the Securities Purchase Agreement, the Company
        issued
        to Roth Capital Partners, LLC and WLT Brothers Capital, Inc. warrants to
        acquire
        an aggregate of 6,999,999 shares (equivalent to 476,014 post-split shares)
        of
        common stock, exercisable at any time after the date falling 6 months after
        their issuance. The warrants have a strike price equal to $0.252 ($3.705
        post-split), have a term of three years starting from March 12, 2008 and
        permit
        cashless or cash exercise at all times after they are exercisable until they
        expire on March 12, 2011. The shares of common stock issuable upon the exercise
        of the warrants have registration rights. In addition, Roth Capital Partners,
        LLC and WLT Brothers Capital, Inc. received cash compensation in the amount
        of
        $1.47 million.
 
 From
        the
        private placement arrangement, the Company raised gross proceeds of
        $18,000,000.
 
 Also,
        on
        March 12, 2008, our majority stockholder, Mr. Yamamoto, entered into an escrow
        agreement with the private placement investors. Mr. Yamamoto will deliver
        a
        certain number of shares of our common stock owned by him to the investors
        pro-rata in accordance with their respective investment amount for no additional
        consideration if:
 
 (i)
              our
                  after tax net income for our fiscal year ending on December 31,
                  2008 is
                  less than $9,000,000 and fiscal year ending on December 31, 2009
                  is less
                  than 95% of $13,000,000; and
 
 (ii)
              our
                  earnings per share reported in the fiscal year ending on December
                  31, 2009
                  is less than $0.74 on a fully diluted basis (the “Low Performance
                  Events”).
 
 Mr.
        Yamamoto has placed an aggregate of 49,411,763 shares (equivalent to 3,359,889
        post-split shares) of common stock (“Make Good Shares”) into an escrow account
        pursuant to the terms of the Make Good Escrow Agreement by and among us,
        Mr.
        Yamamoto, the Investors and the escrow agent named therein. In the event
        we do
        not achieve the Targets in 2008 and 2009, Make Good Shares will be conveyed
        to
        the Investors pro-rata in accordance with their respective investment amount
        for
        no additional consideration. In the event that the foregoing Low Performance
        Events do not occur, the Make Good Shares will be transferred to Mr.
        Yamamoto.
 
 After
        the
        reverse acquisition, the total common stock issued and outstanding of the
        Company is 15,543,330 post-split shares.
 
 The
        Company amended its articles of incorporation on April 4, 2008 and changed
        its
        name into Yuhe International, Inc.
  F-9
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
  **2.**
                    **Organization
                        and Basis of Preparation of Financial Statements -
                        continued**
 **Bright
        Stand International Limited (“Bright Stand”)**
 
 On
        August
        3, 2007, Bright Stand International Limited (“Bright Stand”) was incorporated
        with limited liability in the British Virgin Islands. On January 31, 2008,
        Bright Stand International Limited completed the acquisition (note 4) of
        100%
        common stock of Weifang Yuhe Poultry Co., Limited (“PRC Yuhe”) and 43.75% of
        Weifang Taihong Feed Co., Ltd. (Taihong). As a result, Bright Stand owned
        100%
        of PRC Yuhe and owned 43.75% direct interest of Taihong and 56.25% indirect
        interest of Taihong through PRC Yuhe. PRC Yuhe and Taihong became the
        wholly-owned subsidiaries of Bright Stand.
 
 **Weifang
        Yuhe Poultry Co., Ltd (“PRC Yuhe”)**
 
 Weifang
        Yuhe Poultry Co., Ltd (“PRC Yuhe”) was established in Weifang, Shandong of the
        People’s Republic of China (the PRC) as a limited company on March 8, 1996. The
        Company currently operates through itself and owned 56.25% of Weifang Taihong
        Feed Co., Ltd. PRC Yuhe is a supplier of day-old chickens raised for meat
        production, or broilers, in the People’s Republic of China.
 
 **Weifang
        Taihong Feed Co., Ltd. (“Taihong”)**
 
 Weifang
        Taihong Feed Co., Ltd. was established in Weifang, Shandong of the People’s
        Republic of China (the PRC) as a limited company on May 26, 2003. Taihong
        is a
        feed stock company whose primary purpose is to supply feed stock for PRC
        Yuhe’s
        breeder chickens.
 
 The
        Company’s operations are conducted through its subsidiaries in the People’s
        Republic of China, Weifang Yuhe Poultry Co. Ltd. (“PRC Yuhe”), and Weifang
        Taihong Feed Co. Ltd. (“Taihong”). The Company and its subsidiary (hereinafter,
        collectively referred to as “the Group”) are engaged in the business of chick
        and feed production.
  F-10
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
 
 **3.**
              **Summary
                  of significant accounting
                  policies**
 
 (a)
              Principles
                  of consolidation
 
 The
        condensed consolidated financial statements, prepared in accordance with
        generally accepted accounting principles in the United States of America,
        include the assets, liabilities, revenues, expenses and cash flows of the
        Company and all its subsidiaries. This basis of accounting differs in certain
        material respects from that used for the preparation of the books and records
        of
        the Company’s principal subsidiaries, which are prepared in accordance with the
        accounting principles and the relevant financial regulations applicable to
        enterprises with limited liabilities established in the PRC (“PRC GAAP”) the
        accounting standards used in the place of their domicile.  The accompanying
        condensed consolidated financial statements reflect necessary adjustments
        not
        recorded in the books and records of the Company’s subsidiaries to present them
        in conformity with US GAAP.
 
 The
        condensed consolidated financial statements of the Company include the accounts
        of Yuhe International, Inc, Bright Stand International Limited, Weifang Yuhe
        Poultry Co., Ltd and Weifang Taihong Feed Co., Ltd. after the date of
        acquisitions. All significant intercompany accounts, transactions and cash
        flows
        are eliminated on consolidation.
 
 The
        following table depicts the identity of the subsidiary:
 
 ***Name
                  of Company***
              
              ***Place
                  & date of Incorporation***
              
              ***Attributable***
                ***Equity
                  Interest %***
              
              ***Registered
                  Capital***Weifang
                  Yuhe Poultry Co., Ltd
              
              
              PRC/
                March
                  8, 1996
              
              
              100%
              
              $
              11,045,467
              
              
              (equivalent
                  to RMB77,563,481
              )Weifang
                  Taihong Feed Co., Ltd.
              
              
              PRC/
                May
                  26 2003
              
              
              100%
              
              $
              965,379
              
              
              (equivalent
                  to RMB8,000,000
              )
 
 (b)
              Use
                  of estimates
 
 The
        preparation of the financial statements in conformity with generally accepted
        accounting principles in the United States of America 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 periods. Management makes these estimates using the
        best
        information available at the time the estimates are made; however actual
        results
        could differ materially from those estimates.
  F-11
  **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
  **3.**
                **Summary
                    of significant accounting policies -
                    continued**
 
 (c)
              Intangible
                  assets
 
 Intangible
        assets represent land use rights in the PRC. Land use rights are carried
        at cost
        and amortized on a straight-line basis over the period of rights of 50 years
        commencing from the date of acquisition of equitable interest. According
        to the
        laws of PRC, the government owns all of the land in PRC. Companies or individual
        are authorized to possess and use the land only through land usage rights
        approved by the PRC government.
 
 (d)
              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.
 
 The
        Company’s operations in the PRC are subject to special considerations and
        significant risks not typically associated with companies in North America
        and
        Western Europe. These include risks associated with, among others, the
        political, economic and legal environment and foreign currency exchange.
        The
        Company’s results may be adversely affected by changes in the political and
        social conditions in the PRC, and by changes in governmental policies with
        respect to laws and regulations, anti-inflationary measures, currency
        conversion, remittances abroad, and rates and methods of taxation, among
        other
        things.
 
 (e)
              Plant
                  and equipment
 
 Plant
        and
        equipment are carried at cost less accumulated depreciation. Depreciation
        is
        provided over their estimated useful lives, using the straight-line method.
        Estimated useful lives of the plant and equipment are as follows:
 
 Buildings
              20
                  yearsMachinery
              10
                  yearsVehicle
              5
                  yearsFurniture
                  and equipment
              3
                  years
 
 The
        cost
        and related accumulated depreciation of assets sold or otherwise retired
        are
        eliminated from the accounts and any gain or loss is included in the statement
        of income. The cost of maintenance and repairs is charged to income as incurred,
        whereas significant renewals and betterments are capitalized.
  F-12
  **YUHE
            INTERNATIONAL INC.**
 **(Formerly
            known as First Growth Investors Inc.)**
 **NOTES
            TO CONDENSED CONSOLIDATED STATEMENTS**
  **3.**
                  **Summary
                      of significant accounting policies -
                      continued**
  (f)
                  Guarantee
                        Expense
 The
        Company accounts for its liability for product guaranteed in accordance with
        FASB Interpretation No. 45 (FIN 45), “Guarantor’s Accounting and Disclosure
        Requirements for Guarantees, Including Indirect Guarantees of Indebtedness
        of
        Others.” Under FIN 45, the aggregate changes in the liability for accruals
        related to product warranties issued during the reporting period must be
        charged
        to expense as incurred.
 
 The
        Company guarantees a 98% survival rate of its product by delivering additional
        2% of the product. The guarantee expires seven days after delivery. If the
        survival rate falls below 96%, the Company provides additional guarantee
        compensation to customers. Based on historical experience, the likelihood
        that
        survival rate falls below 96% is remote and therefore no accrued guarantee
        liability was recorded at year-end. Guarantee expense for the six months
        ended
        June 30, 2008 and 2007 were $0 and $0, respectively.
 
 (g)
            Accounting
                for the impairment of long-lived assets 
 The
        long-lived assets held and used by the Company are reviewed for impairment
        whenever events or changes in circumstances indicate that the carrying amount
        of
        assets may not be recoverable. It is reasonably possible that these assets
        could
        become impaired as a result of technology or other industry changes.
        Determination of recoverability of assets to be held and used is done by
        comparing the carrying amount of an asset to future net undiscounted cash
        flows
        to be generated by the assets.
 
 If
        such
        assets are considered to be impaired, the impairment to be recognized is
        measured as the amount by which the carrying amount of the assets exceeds
        the
        fair value of the assets. Assets to be disposed of are reported at the lower
        of
        the carrying amount or fair value less costs to sell. During the reporting
        periods, there was no impairment loss.
  F-13
 **YUHE
              INTERNATIONAL INC.**
 **(Formerly
              known as First Growth Investors Inc.)**
 **NOTES
              TO CONDENSED CONSOLIDATED STATEMENTS**
  **3.**
                    **Summary
                        of significant accounting policies -
                        continued**
 (h)
            Inventories 
 Inventories
        consisting of raw materials, work in progress and finished goods are stated
        at
        lower of cost or net realizable value. The cost of inventories is determined
        using weighted average cost method, and includes expenditure incurred in
        acquiring the inventories and bringing them to their existing location and
        condition. Net realizable value is the estimated selling price in the ordinary
        course of business less any applicable selling expenses. Finished goods are
        comprised of direct materials, direct labor and an appropriate proportion
        of
        overhead. At each balance sheet date, inventories that are worth less than
        cost
        are written down to their net realizable value, and the difference is charged
        to
        the cost of revenues of that period.
 
 (i)
              Trade
                  receivables
 
 Trade
        receivables are recognized and carried at the original invoice amount less
        allowance for any uncollectible amounts. An estimate for doubtful accounts
        is
        made when collection of the full amount is no longer probable. Management
        adopted an allowance policy which provides an allowance equivalent
        to 30% of gross amount of accounts receivables due over 6 months and 60%
        of
        gross amount of accounts receivables due over 1 year. Full provision will
        be
        made for accounts receivables due over 2 years. Bad
        debts are written off as incurred. It is a common industry practice in the
        PRC
        that customers pay in advance prior to delivery of the products. As a result,
        the Company maintains a low level of trade receivables.
 
 (j)
              Note
                  receivables
 
 Note
        receivables are stated at the original principal amount less allowance for
        any
        uncollectible amounts. Management provides for an allowance when collection
        of
        the full amount is no longer probable by establishing an allowance equivalent
        to
        30% of gross amount of notes receivables due over 6 months and 60% of gross
        amount of notes receivables due over 1 year. Full provision will be made
        for
        notes receivables due over 2 years.
 
 (k)
            Cash
                and cash equivalents 
 The
        Company considers all highly liquid investments purchased with original
        maturities of three months or less to be cash equivalents. The Company maintains
        bank accounts only in the PRC. The Company does not maintain any bank accounts
        in the United States of America. Cash deposits in PRC banks are not insured
        by
        any government agency or entity.
  F-14
 **YUHE
              INTERNATIONAL INC.**
 **(Formerly
              known as First Growth Investors Inc.)**
 **NOTES
              TO CONDENSED CONSOLIDATED STATEMENTS**
  **3.**
                    **Summary
                        of significant accounting policies -
                        continued**
 (l)
            Revenue
                recognition 
 Revenue
        from sales of the Company’s products is recognized when the significant risks
        and rewards of ownership have been transferred to the third-party distributor
        and larger producers at the time when the products are delivered to and accepted
        by them, the sales price is fixed or determinable as stated in the sales
        contract, and collection is reasonably assured.
 
 Customers
        do not have a general right of return on products delivered.
 
 (m)
            Cost
                of revenues 
 Cost
        of
        revenues consists primarily of material costs, employee compensation,
        depreciation and related expenses, which are directly attributable to the
        production of products. Write-down of inventory to lower of cost or market
        is
        also recorded in cost of revenues.
 
 (n)
            Advertising 
 The
        Group
        expensed all advertising costs as incurred. Advertising expenses for the
        six
        months ended June 30, 2008 and 2007 were $0 and $0 respectively.
 
 (o)
            Retirement
                benefit plans 
 The
        employees of the Group are members of a state-managed retirement benefit
        plan
        operated by the government of the PRC. The Group is required to contribute
        a
        specified percentage of payroll costs to the retirement benefit scheme to
        fund
        the benefits. The only obligation of the Group with respect to the retirement
        benefit plan is to make the specified contributions.
 
 Retirement
        benefits in the form of contributions under defined contribution retirement
        plans to the relevant authorities are charged to the statements of income
        as
        incurred. The retirement benefit expenses for the six months ended June 30,
        2008
        and 2007 were $30,019 and $0 respectively.
  F-15
 **YUHE
                INTERNATIONAL INC.**
 **(Formerly
                known as First Growth Investors Inc.)**
 **NOTES
                TO CONDENSED CONSOLIDATED STATEMENTS**
  **3.**
                      **Summary
                          of significant accounting policies -
                          continued**
 (p)
            Income
                tax 
 The
        Company accounts for income taxes 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.
 
 The
        Group
        is operating in the PRC, and in accordance with the relevant tax laws and
        regulations of PRC, the corporation income tax rate is 25%. Weifang Yuhe
        Poultry
        Co., Ltd **** is
        a
        poultry company, and in accordance with the relevant regulations regarding
        the
        favorable tax treatment for an outstanding poultry company, the Company is
        entitled to a tax free treatment.
 
 The
        corporate income tax for the subsidiary, Weifang Taihong Feed Co., Ltd is
        25%.
 
 (q)
            Shipping
                and handling fees 
 Shipping
        and handling fees are expensed when incurred. During the six months ended
        June
        30, 2008 and 2007, shipping and handling charges included in the selling
        expenses were $4,892 and $0 respectively. During the three months ended June
        30,
        2008 and 2007, shipping and handling charges included in the selling expenses
        were $3,031 and $0 respectively.
 
 (r)
            Foreign
                currency translation 
 The
        accompanying financial statements are presented in United States dollars.
        The
        functional currency of the Company is the Renminbi (RMB). The financial
        statements are translated into United States dollars from RMB at year-end
        exchange rates as to assets and liabilities and average exchange rates as
        to
        revenues and expenses. Capital accounts are translated at their historical
        exchange rates when the capital transactions occurred.
 
 June
                  30, 2008Balance
                  sheet
              RMB
                  6.8718 to US$1.00Statement
                  of income and comprehensive income
              RMB
                  6.9696 to US$1.00December
                  31, 2007Balance
                  sheet
              RMB
                  7.3141 to US$1.00Statement
                  of income and comprehensive income
              RMB
                  7.6172 to US$1.00
  F-16
 **YUHE
              INTERNATIONAL INC.**
 **(Formerly
              known as First Growth Investors Inc.)**
 **NOTES
              TO CONDENSED CONSOLIDATED STATEMENTS**
  **3.**
                    **Summary
                        of significant accounting policies -
                        continued**
 The
        RMB
        is not freely convertible into foreign currency and all foreign exchange
        transactions must take place through authorized institutions. No representation
        is made that the RMB amounts could have been, or could be, converted into
        US$ at
        the rates used in translation.
 
 (s)
            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 component of comprehensive income includes foreign currency
        translation adjustment.
 
 (t)
            Fair
                value of financial instruments  SFAS
        No.
        107, “Disclosures about Fair Value of Financial Instruments” (“SFAS 107”)
        requires entities to disclose the fair values of financial instruments except
        when it is not practicable to do so. Under SFAS No. 107, it is not practicable
        to make this disclosure when the costs of formulating the estimated values
        exceed the benefit when considering how meaningful the information would
        be to
        financial statement users.
 
 The
        fair
        values of all assets and liabilities do not differ materially from their
        carrying amounts. None of the financial instruments held are derivative
        financial instruments and none were acquired or held for trading purposes
        during
        the years ended December 31, 2007 or 2006.
 
 (u)
            Basic
                and diluted earnings per share 
 The
        Company reports basic earnings per share in accordance with SFAS No. 128, “ Earnings
        Per Share ” .
        Basic
        earnings per share is computed using the weighted average number of shares
        outstanding during the periods presented. The weighted average number of
        shares
        of the Company represents the common stock outstanding during the reporting
        periods.
 
 Diluted
        earning per share is based on the assumption that all dilutive options were
        converted or exercised. Dilution is computed by applying the treasury stock
        method. Under this method, options are assumed to be exercised at the time
        of
        issuance, and as if funds obtained thereby were used to purchase common stock
        at
        the average market price during the year.
  F-17
 **YUHE
              INTERNATIONAL INC.**
 **(Formerly
              known as First Growth Investors Inc.)**
 **NOTES
              TO CONDENSED CONSOLIDATED STATEMENTS**
  **3.**
                    **Summary
                        of significant accounting policies -
                        continued**
 (v)
            Recent
                accounting pronouncements 
 In
        December 2007, the FASB issued SFAS No. 141R, “Business Combinations” (“SFAS No.
        141R”). SFAS No. 141R amends SFAS 141 and provides revised guidance for
        recognizing and measuring identifiable assets and goodwill acquired, liabilities
        assumed, and any noncontrolling interest in the acquiree. It also provides
        disclosure requirements to enable users of the financial statements to evaluate
        the nature and financial effects of the business combination. It is effective
        for fiscal years beginning on or after December 15, 2008 and will be applied
        prospectively. We are currently evaluating the impact of adopting SFAS No.
        141R
        on our consolidated financial statements.
 
 In
        December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
        160, “Noncontrolling Interests in Consolidated Financial Statements — an
        amendment of ARB No. 51” (“SFAS No. 160”). SFAS No. 160 requires that ownership
        interests in subsidiaries held by parties other than the parent, 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. It is effective for fiscal
        years
        beginning on or after December 15, 2008 and requires retroactive adoption
        of the
        presentation and disclosure requirements for existing minority interests.
        All
        other requirements shall be applied prospectively. We are currently evaluating
        the impact of adopting SFAS No. 160 on our consolidated financial
        statements.
 
 In
        March
        2008, the FASB issued FAS No. 161, “Disclosures about Derivative Instruments and
        Hedging Activities,” which requires enhanced disclosures about an entity’s
        derivative and hedging activities. This Statement is effective for financial
        statements issued for fiscal years and interim periods beginning after November
        15, 2008. Since FAS 161 only provides for additional disclosure requirements,
        there will be no impact on our results of operations and financial
        position.
  F-18
  **YUHE
              INTERNATIONAL INC.**
 **(Formerly
              known as First Growth Investors Inc.)**
 **NOTES
              TO CONDENSED CONSOLIDATED STATEMENTS**
 4.
              **Acquisition
                  of subsidiaries**
 
 Acquisition
        of 100% Weifang Yuhe Poultry Co., Limited and 43.75% of Weifang Taihong Feed
        Co., Ltd.
 
 On
        January 31, 2008, Bright Stand acquired 100% common stock of Weifang
        Yuhe Poultry Co., Limited for $11,306,522 (RMB 81,450,000) and 43.75% of
        Weifang
        Taihong Feed Co., Ltd for $312,530 (RMB 2,244,000) and total amount is
        $11,619,052.
 
 The
        Company adopted SFAS No. 141, Business Combinations, which requires the use
        of
        the purchase method of accounting for any business combinations initiated
        after
        June 30, 2002. The results of PRC Yuhe and Taihong and the estimated fair
        market
        values of the assets and liabilities have been included in our consolidated
        financial statements from the date of acquisition. The purchase price for
        PRC
        Yuhe and Taihong was allocated to the assets acquired and liabilities assumed
        of
        PRC Yuhe and Taihong. All assets and liabilities assumed, based on their
        fair
        values.
  Accounts
                  receivables
              
              $
              1,475Other
                  receivables
              
              
              3,001,699Deposits
                  paid
              
              
              1,084,265Deferred
                  expenses
              
              
              602,918Advance
                  to suppliers
              
              
              305,013Inventories
              
              
              4,624,425Due
                  from related companies
              
              
              4,008,506Unlisted
                  investment
              
              
              279,738Plant
                  and equipment
              
              
              15,323,245Intangible
                  assets
              
              
              2,832,869Accounts
                  payable
              
              
              (4,800,664
              )Accrued
                  expenses
              
              
              (473,020
              )Payroll
                  and related liabilities
              
              
              (545,565
              )Other
                  tax payable
              
              
              (125,645
              )Advances
                  from customers
              
              
              (209,694
              )Other
                  payables
              
              
              (1,770,862
              )Due
                  to related co.
              
              
              (320,913
              )Notes
                  payables
              
              
              (10,549,316
              )Other
                  assumed liabilities Other payable
              
              
              (2,520,531
              )Net
                  assets acquired
              
              $
              10,747,943Less
                  : Purchase Consideration (net of cash)
              
              
              (10,567,946
              )Negative
                  good being transfer to construction in progress
              
              
              179,997
  F-19
 **YUHE
                INTERNATIONAL INC.**
 **(Formerly
                known as First Growth Investors Inc.)**
 **NOTES
                TO CONDENSED CONSOLIDATED STATEMENTS**
 4.
                **Acquisition
                    of subsidiaries**
 
 The
        following table presents the unaudited results of operations of the Company
        as
        if the Yuhe acquisitions had been consummated as of January 1, 2008 and 2007
        and
        the results are shown for the six months ended June 30, 2008 and 2007 includes
        certain pro forma adjustments, including depreciation and amortization on
        the
        assets acquired, and other adjustments.
 
 For
                  the six months ended
              
              For
                  the three months endedJune
                  30, 2008
              
              June
                  30, 2007
              
              June
                  30,2008
              
              June
                  30,2007(Pro
                  forma)
              
              (Pro
                  forma)
              
              (As
                  reported)
              
              (Pro
                  forma)Revenues
              
              $
              8,199,811
              
              $
              6,037,317
              
              $
              5,604,931
              
              
              3,059,436Net
                  income (loss)
              
              $
              1,034,197
              
              $
              (192,107
              )
              $
              1,165,144
              
              
              464,095Earnings
                  (loss) per shareBasic
              
              $
              0.08
              
              $
              (0.02
              )
              $
              0.07
              
              $
              0.05Diluted
              
              $
              0.08
              
              $
              (0.02
              )
              $
              0.07
              
              $
              0.05Weighted
                  average shares outstandingBasic
              
              
              12,844,935
              
              
              8,626,318
              
              
              15,543,330
              
              
              8,626,318Diluted
              
              
              13,039,395
              
              
              8,626,318
              
              
              15,868,739
              
              
              8,626,318
 
 **5.**
              **Inventories**
 
 Inventories
        consist of the following:
 
 June
                  30
              
              December
                  312008
              
              2007Raw
                  materials
              
              $
              532,690
              
              $
              -Work
                  in progress
              
              
              8,737,957
              
              
              -Finished
                  goods
              
              
              48,557
              
              
              -$
              9,319,204
              
              $
              -
  F-20
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
 
 **6.**
              **Other
                  receivables, net**
 
 Other
        receivables, net consist of the following:
 
 June
                  30
              
              December
                  312008
              
              2007Other
                  receivables
              
              $
              387,662
              
              $
              -Less:
                  Allowances
              
              
              (41,161
              )
              
              -$
              346,501
              
              $
              -
 
 
 Other
        receivables are unsecured, interest free and have no fixed repayment
        date.
 
 During
        the six months ended June 30, 2008 and 2007, the recovery of bad debts was
        $26,571 and $0 respectively. During the three months ended June 30, 2008
        and
        2007, the recovery of bad debts was $ 13,426 and $0 respectively.
 
 Allowance
        is made when collection of the full amount is no longer probable. Management
        reviews and adjusts this allowance periodically based on historical experience,
        current economic climate as well as its evaluation of the collectibility
        of
        outstanding accounts. The Group evaluates the credit risks of its customers
        utilizing historical data and estimates of future performance.
 
 **7.**
              **Note
                  receivables, net**
 
 Note
        receivables, net consist of the following:
 
 June
                  30
              
              December
                  312008
              
              2007Weifang
                  Shanhe Zhuzho Diecasting Material Co. Ltd.
              
              $
              4,205,594
              
              $
              -Others
              
              
              497,124
              
              
              -4,702,718
              
              
              -Less
                  : Allowances
              
              
              (424,067
              )
              
              -$
              4,278,651
              
              $
              -
  F-21
 **YUHE
            INTERNATIONAL INC.**
 **(Formerly
            known as First Growth Investors Inc.)**
 **NOTES
            TO CONDENSED CONSOLIDATED STATEMENTS**
 
 **7.**
              **Note
                  receivables, net - continued**
 
 Note
        receivables are unsecured, interest free and have no fixed repayment
        date.
 
 The
        notes
        receivable from Weifang Shanhe Zhuzho Diecasting Material Co. Ltd (“Shanhe”) is
        only a temporary arrangement to deal with the devaluation of the US dollars
        received from private placement. Due to strict control over foreign exchange
        by
        the Chinese government, the Company had difficulty in exchanging the significant
        amount of US dollars raised in the private placement into Renminbi. Shanhe
        has
        the right to exchange foreign currency with no limit; therefore, the Company
        transferred the US dollars to Shanhe in order to exchange the funds into
        Renminbi in a timely manner to minimize the effect of US dollars devaluation.
        The Company did not provide any repayment terms or allowances for the note
        receivable from Shanhe because the Company believes that this is only a
        temporary arrangement and Shanhe will repay the balance to the Company in
        a
        short period. The Company does not have any further intention to enter into
        this
        kind of arrangement in future.
 
 The
        note
        receivables - others mainly represents notes receivable incurred prior to
        2006
        and allowance of $424,067 was provided as of June 30, 2008.
 
 Management
        provides for an allowance when collection of the full amount is no longer
        probable by establishing an allowance equivalent to 30% of gross amount of
        notes
        receivables due over 6 months and 60% of gross amount of notes receivables
        due
        over 1 year. Full provision will be made for notes receivables due over 2
        years.
 
 During
        the six months ended June 30, 2008 and 2007, the recovery of bad debts was
        $60,344 and $0 respectively.
 
 **8.**
              **Unlisted
                  investments**
 
 Unlisted
        investments at June 30, 2008 represent the 3% investments in Hanting Rural
        Credit Coorperative (“Hanting”) recorded at cost. It is stated at cost because
        the Company does not have significant influence or control over Hanting.
        Under
        the cost method, the Company records the investment at cost, and recognizes
        as
        income dividends received that are distributed from net accumulated earnings
        of
        the investee since the date of acquisition by the Company. The net accumulated
        earnings of the investee subsequent to the date of investment are recognized
        by
        the Company only to the extent distributed by the investee as dividends.
        Dividends received in excess of earnings subsequent to the date of investment
        are considered a return of investment and are recorded as reductions of cost
        of
        the investment. A series of operating losses of an investee or other factors
        may
        indicate that a decrease in value of the investment has occurred which is
        other
        than temporary and should accordingly be recognized.
  F-22
  **YUHE
            INTERNATIONAL INC.**
 **(Formerly
            known as First Growth Investors Inc.)**
 **NOTES
            TO CONDENSED CONSOLIDATED STATEMENTS**
 **8.**
              **Unlisted
                  investments - continued**
 
 For
        the
        three months and six months period ended June 30, 2008, the Company recorded
        $6,074 as income from unlisted investment for dividends received from Hanting.
        Management of the Company has reviewed the investment in Hanting for impairment
        and determined there is no indication that the carrying amount of Hanting
        may
        not be recoverable.
 
 **9.**
              **Plant
                  and equipment, net**
 
 Plant
        and
        equipment consists of the following:
 
 June
                  30
              
              December
                  312008
              
              2007At
                  costBuildings
              
              $
              7,948,875
              
              $
              -Machinery
              
              
              3,690,952
              
              
              -Motor
                  vehicles
              
              
              10,233
              
              
              -Furniture
                  and equipment
              
              
              72,766
              
              
              -11,722,826
              
              
              -Less:
                  accumulated depreciation
              
              
              (498,500
              )
              
              -Construction
                  in progress
              
              
              5,668,552
              
              
              -$
              16,892,878
              
              $
              -
 
 During
        the six months ended June 30, 2008, depreciation expenses amounted to $621,912
        among which $488,084 and $133,828 were recorded as cost of sales and
        administrative expense respectively.
 
 During
        the six months ended June 30, 2007, depreciation expenses amounted to
        $0.
 
 During
        the three months ended June 30, 2008, depreciation expenses amounted to $377,448
        among which $318,773 and $58,675 were recorded as cost of sales and
        administrative expense respectively.
 
 During
        the three months ended June 30, 2007, depreciation expenses amounted to
        $0.
 
 As
        of
        June 30, 2008, buildings and machinery of the Group with net book value of
        $14,880,101 were pledged as collateral under certain loan
        arrangements.
  F-23
 **YUHE
            INTERNATIONAL INC.**
 **(Formerly
            known as First Growth Investors Inc.)**
 **NOTES
            TO CONDENSED CONSOLIDATED STATEMENTS**
 **10.**
              **Deposits
                  paid for acquisition of long term
                  assets**
 
 Deposits
        paid consist of the following:
 
 June
                  30
              
              December
                  312008
              
              2007Deposits
                  paid for purchase of land
              
              $
              1,309,700
              
              $
              -Deposits
                  paid for construction in progress
              
              
              6,258,831
              
              
              -Deposits
                  paid for acquisition of farm
              
              
              2,328,357
              
              
              -Deposits
                  paid with capital commitment (Note 28)
              
              
              9,896,888
              
              
              -Deposits
                  paid for construction in progress
              
              
              677,048
              
              
              -Total
                  Deposits paid for acquisition of long term assets
              
              $
              10,573,936
              
              $
              -
 
 
 **11.**
              **Intangible
                  assets, net**
 
 Intangible
        assets consist of the following:
 
 June
                  30
              
              December
                  312008
              
              2007Land
                  use rights, at cost
              
              $
              2,962,108
              
              $
              -Less:
                  accumulated amortization
              
              
              (27,186
              )
              
              -$
              2,934,922
              
              $
              -
 
 
 As
        of
        June 30, 2008, land use rights of the Group were pledged as collateral under
        certain loan arrangements.
 
 During
        the six months ended June 30, 2008 and 2007, amortization expenses included
        in
        the cost of sales were $26,497 and $0 respectively.
 
 During
        the three months ended June 30, 2008 and 2007, amortization expenses included
        in
        the cost of sales were $16,083 and $0 respectively.
  F-24
 **YUHE
            INTERNATIONAL INC.**
 **(Formerly
            known as First Growth Investors Inc.)**
 **NOTES
            TO CONDENSED CONSOLIDATED STATEMENTS**
 **12.**
              **Due
                  from related companies**
 
 June
                  30
              
              December
                  312008
              
              2007Hexing
                  Green Agriculture Co., Ltd - Mr. Gao Zhentao,
                the
                  director of the company is also the director
              
              $
              75,560
              
              $
              -Shandong
                  Yuhe Food Co., Ltd - Mr. Gao Zhentao,
                the
                  director of the company is also the director
              
              
              3,818,695
              
              
              -Shangdong
                  Yuhe New Agriculture Academy of Sciences - Mr. Gao Zhentao,
                the
                  director of the company is also the director
              
              
              51,498
              
              
              -Weifang
                  Jiaweike Food Co.,Ltd - Mr. Gao Zhentao,
                the
                  director of the company is also the director
              
              
              26
              
              
              -Weifang
                  Yuhe Poultry Co., Ltd- Mr. Gao Zhentao, the director of the company
                  is
                  also the director
              
              
              -
              
              
              1,000,000$
              3,945,779
              
              $
              1,000,000
 
 The
        amounts due from related companies are unsecured, interest free and have
        no
        fixed repayment date.
 
 **13.**
              **Due
                  from a shareholder**
 
 As
        of
        June 30, 2008, amount due from a shareholder consists of $15,000 due from
        Mr.
        Yamamoto. There was no amount due from shareholder as of December 31,
        2007.
 
 The
        amount due from a shareholder are unsecured, interest free and have no fixed
        repayment date.
 
 **14.**
              **Loans
                  payable**
 
 Loans
        payable are loans from unrelated companies for temporary operation purposes.
        They are unsecured, interest free and have no fixed repayment date.
  F-25
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
 **15.**
              **Other
                  payable**
 
 June
                  30
              
              December
                  312008
              
              2007Accrued
                  on Construction in progress
              
              $
              492,526
              
              $
              -Interest
                  payable
              
              
              68,845
              
              
              -Deposits
                  received
              
              
              39,068
              
              
              -Others
              
              
              398,756
              
              
              -$
              999,195
              
              $
              -
 
 **16.**
              **Due
                  to related companies**
 
 June
                  30
              
              December
                  312008
              
              2007Weifang
                  Hexing Breeding Co.,Ltd - Mr. Gao Zhentao,
                the
                  director of the company is also the director
              
              $
              492,956
              
              $
              -Others
              
              
              24,444
              
              
              -$
              517,400
              
              $
              -
 
 The
        amounts due to related companies are unsecured, interest free and have no
        fixed
        repayment date. These loans are used for working capital purposes.
  F-26
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
  **17.**
              **Long-term
                  loans**
 
 The
        long-term loans are denominated in Chinese renminbi and are presented in
        US
        dollars as follows:
 
 June
                  30
              
              December
                  312008
              
              2007Loans
                  from Nansun Rural Credit, interest rate at 9.22% to 10.51% per
                  annum,
                due
                  from November 28, 2008 to May 17, 2010
              
              $
              8,731,337
              
              $
              -Loans
                  from Shuangyang Rural Credit interest rate at 9.33% per annum,
                due
                  on October 12, 2008
              
              
              945,895
              
              
              -Loans
                  from Hanting Kaiyuan Rural Credit Cooperative, interest rate at
                  9.22% to
                  13.31% per annum,
                due
                  from November 28, 08 to January 10, 2009
              
              
              1,062,312
              
              
              -10,739,544
              
              
              -Less:
                  current portion of long-term loans
              
              
              (5,748,130
              )
              
              -$
              4,991,414
              
              $
              -
 
 
 Future
        maturities of long-term loans as at June 30, 2008 are as follows:
 
 June
                  3020082008
              
              $
              5,748,1302009
              
              
              1,353,3572010
              
              
              3,638,057$
              10,739,544
  F-27
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
 **18.**
              **Income
                  tax**
 
 The
        Company is operating in the PRC, and in accordance with the relevant tax
        laws
        and regulations of PRC, the corporation income tax rate is 25%. However,
        the
        Company is an agricultural company, and in accordance with the relevant
        regulations regarding the tax exemption, the Company is tax-exempt as long
        as it
        is registered as an agricultural entity.
 
 Taihong
        is operating in the PRC, and in accordance with the relevant tax laws and
        regulations of PRC, the corporation income tax rate is 25%.
 
 The
        Group
        uses the asset and liability method, where deferred tax assets and liabilities
        are determined based on the expected future tax consequences of temporary
        differences between the carrying amounts of assets and liabilities for financial
        and income tax reporting purposes. There are no material timing differences
        and
        therefore no deferred tax asset or liability at June 30, 2008.
 
 The
        provision for income taxes consists of the following:
 
 For
                  the six months ended2008
              
              2007Current
                  tax-PRC
              
              $
              -
              
              $
              --Deferral
                  tax provision
              
              
              -
              
              
              -$
              -
              
              $
              -
  F-28
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
  **18.**
              **Income
                  tax - continued**
 
 All
        of
        the Group’s income (loss) before income taxes is from PRC sources. Actual income
        tax expenses reported in the consolidated statements of income and comprehensive
        income differ from the amounts computed by applying the PRC statutory income
        tax
        rate of 25% and 33% for the fiscal year of 2008 and 2007 respectively to
        income
        (loss) before income taxes for the six months ended June 30, 2008 and 2007
        for
        the following reasons:
 
 For
                  the six months ended2008
              
              2007Income
                  (loss) before income taxes
              
              $
              892,663
              
              $
              -Computed
                  “expected” income tax asset at 25%
              
              
              223,165
              
              
              -Tax
                  effect on net taxable temporary differences
              
              
              (7,853
              )
              
              -Effect
                  of cumulative tax losses
              
              
              2,329
              
              
              -Effect
                  of tax holiday
              
              
              (217,641
              )
              
              -$
              -
              
              $
              -
 
 **19.**
              **Fair
                  value of financial
                  instruments**
  The
        fair
        value of a financial instrument is the amount at which the instrument could
        be
        exchanged in a current transaction between willing parties. The carrying
        amounts
        of financial assets and liabilities, such as cash and cash equivalents, trade
        accounts receivable, other receivables, accounts payable, and other payables,
        approximate their fair values because of the short maturity of these instruments
        and market rates of interest.
  F-29
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
  **20.**
              **Common
                  stock and warrants**
 
 (a)
            Common
                Stock 
 On
        March
        12, 2008, the Company issued 126,857,134 shares (equivalent to approximately
        8,626,318 post -split shares) of its common stock., par value $0.001 per
        share,
        to the sole stockholder of Bright Stand to effect the Reverse Merger
        Acquisition. At the same time, the Company issued 85,714,282 (equivalent
        to
        approximately 5,829,018 post -split shares) shares of common stock to the
        investors for gross proceeds of $18 million in the private
        placement.
 
 The
        Company's issued and outstanding number of common stock immediately prior
        to the
        Reverse merger Acquisition is 16,000,000 shares (equivalent to 1,087,994
        post
        -split shares) shares.
 
 Effective
        on April 4, 2008, the Company effected a 1-for-14.70596492 reverse stock
        split
        of our common stock.
 
 After
        the
        reverse acquisition, the total common stock issued and outstanding of the
        Company is 15,543,330 post-split shares.
 
 (b)
            Warrants 
 The
        Company granted warrants to acquire and aggregate of 6,999,999 shares
        (equivalent to 476,014 post-split shares) of common stock to Roth Capital
        Partners, LLC and WLT Brothers Capital, Inc., for the services in connection
        with the private placement on March 12, 2008. The warrants have a strike
        price
        equal to $3.706, have a term of three years starting from March 12, 2008
        and
        permit cashless or cash exercise at all times that they are exercisable.
        The
        warrants are exercisable at any time 6 months after their issuance.
 
 The
        total
        number of warrants outstanding as at June 30, 2008 was 476,014
        shares.
 
 (c)
            Additional
                paid-in capital 
 Prior
        to
        the Reverse Merger, the shareholder of Bright Stand contributed additional
        capital of $12,149,766 to Bright Stand for the acquisition of PRC Yuhe.
        Subsequent to the contribution of capital, Bright Stand entered into a reverse
        acquisition with Yuhe International and raised $18 million gross proceeds
        in the
        private placement as described in Note 20 (a).
  F-30
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
  **21.**
              **Registration
                  Rights**
 
 **Registration
        Rights of Private Placement Investors**
 
 Concurrently
        with the execution of the Securities Purchase Agreement, the Company entered
        into a Registration Rights Agreement with the investors. With respect to
        the
        99,999,992 shares, equivalent to 6,800,518 post-split shares, purchased by
        the
        investors at closing on March 12, 2008, the Company is required to file a
        resale
        registration statement on Form S-1 or any other appropriate form (i) within
        60
        days following the closing for purposes of registering the resale of these
        shares, (ii) within 15 days with respect to any additional registration
        statement, covering the 2008 make good shares or 2009 make good shares, as
        applicable, (iii) within 15 days with respect to any additional registration
        statements required to be filed due to SEC restrictions, (iv) within 30 days
        following the date on which we become eligible to utilize Form S-3 to register
        the resale of common stock, or (v) within 45 days following the date the
        2008
        make good shares or 2009 make good shares (the “Make Good Shares”) as defined in
“Description of Business-Securities Purchase Agreement”, are delivered by Mr.
        Yamamoto to the investors.
 
 Among
        other things, the Company will be required to pay the investors liquidated
        damages if it fails to file a registration statement by the above filing
        deadlines or if it does not promptly respond to comments received from the
        SEC.
        The liquidated damages accrue at a rate of 0.5% per month of the aggregate
        investment proceeds received from the investors, capped at 5% of the total
        investment proceeds.
 
 The
        Make
        Good Shares, when and if released from the escrow account to the investors,
        will
        also have registration rights. With respect to the Make Good Shares, the
        Company
        agreed to file a registration statement within 45 days following the respective
        delivery date of the Make Good Shares and make the registration statement
        effective no later than the 120th day, or the 150th day in the case that
        the SEC
        reviews and has written comments to such file registration statement that
        would
        require the filing of a pre-effective amendment thereto with the SEC, following
        the delivery date or the fifth trading day following the date on which the
        Company is notified by the SEC that the registration statement will not be
        reviewed or is no longer subject to further review and comments, whichever
        date
        is earlier.
 
 The
        Company is required to keep the registration statement(s) effective during
        the
        entire effectiveness period of the registration rights, which commences on
        the
        effective date of the registration statement and ends on the earliest to
        occur
        of (a) the second anniversary of the date the registration statement becomes
        effective, (b) such time as all the shares covered by such registration
        statement have been publicly sold by the holders of such shares, or (c) such
        time as all of the shares covered by the registration statement may be sold
        by
        holders without volume restrictions pursuant to Rule 144.
 
 F-31
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
  **21.**
              **Registration
                  Rights - continued**
 
 In
        addition, the investors have piggy-back registration rights, pursuant to
        which,
        if at any time during the effectiveness period of the registration rights
        there
        is not an effective registration statement covering all the securities with
        registration rights and the Company determines to prepare and file with the
        SEC
        a registration statement relating to an offering for its own account or the
        account of others of any of its equity securities, other than on Form S-4
        or S-8
        or their equivalents relating to equity securities to be issued solely in
        connection with any acquisition of any equity issuable in connection with
        stock
        options or other employee benefit plans, then the Company should include
        the
        shares of the investors into the registration statement if the investors
        so
        request.
 
 **Registration
        Rights of Roth Capital, Inc. and WLT Brothers**
 
 In
        connection with this private placement on March 12, 2008, as part of the
        compensation to the placement agent, Roth Capital Partners, LLC, in connection
        with their services under the Securities Purchase Agreement, the Company
        issued
        to Roth Capital Partners, LLC and WLT Brothers Capital, Inc. warrants to
        acquire
        an aggregate of 6,999,999 shares (equivalent to 476,014 post-split shares)
        of
        common stock, exercisable at any time after the date falling 6 months after
        their issuance. The shares of common stock issuable upon the exercise of
        the
        warrants have registration rights.
 
 **Registration
        Rights of Halter Financial**
 
 Pursuant
        to the Common Stock Purchase Agreement dated November 6, 2007 by and between
        the
        Company and Halter Financial Investments, L. P., upon the demand of Halter
        Financial Investments, L.P. and/or Halter Financial Group, L.P., the Company
        is
        required to file a registration statement on Form S-3, or such other form
        if
        Form S-3 is unavailable, within 10 days covering the resale of the aggregate
        of
        14,000,000 shares (equivalent to 951,996 post-split shares) of the Company’s
        common stock. In addition, Halter Financial has a piggy-back registration
        right
        pursuant to which, if the Company decides to register any of its common stock
        or
        securities convertible into or exchangeable for common stock under the
        Securities Act on a form which is suitable for an offering for cash or shares
        of
        the Company held by third parties and which is not a registration solely
        to
        implement an employee benefit plan, a registration statement on Form S-4
        or a
        transaction to which Rule 145 or any other similar rule of the SEC is
        applicable, the Company will include the shares of Halter Financial into
        the
        registration statement if Halter Financial so requests.
  F-32
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
 **21.**
              **Registration
                  Rights - continued**
 
 **Registration
        Rights of Other Shareholders**
 
 Pursuant
        to the Common Stock Purchase Agreement, dated November 6, 2007 as referenced
        above, certain other former officers, directors and holders of the Company’s
        shares of common stock have the rights to register up to 1,750,000 shares,
        equivalent to 119,001 post-split shares, of the Company’s common
        stock.
 
 Total
        number of registration rights of Halter Financial and other shareholders
        equals
        1,070,997 post-split shares, which are shares received by former shareholders
        of
        First Growth Investors Inc. pursuant to the Share Exchange Agreement dated
        on
        March 12, 2008. Also, other shareholders has 250,000 shares equivalents to
        16,997 post-split shares are public traded shares and 1,087,994 shares are
        under
        recapitalization as at June 30, 2008.
 
 **22.**
              **Stock
                  options**
 
 On
        June
        13, 2008, the Company granted to the Chief Financial Officer (CFO) of the
        Company an option to purchase 150,000 shares of the Company’s common stock at an
        exercise price of $3.708 per share for the 3 year’s employment. The options
        shall vest with respect to 33.3% of the total number of shares purchasable
        upon
        exercise thereof one year after the grant date and 33.3% on the second and
        third
        anniversary of the grant date, Mr Hu will be fully vested in the option by
        that
        date and shall cease to vest if the executive cease to be Chief Financial
        Officer of the Company for any reason.
 
 On
        the
        same date, the Company granted to three independent directors of the Company
        an
        option to purchase 77,717 share of the Company’s common stock at an exercise
        price of $3.708 per share for the 3 year’s employment. The options shall vest
        with respect to 33.3% of the total number of shares purchasable upon exercise
        thereof one year after the grant date and 33.3% on the second and third
        anniversary of the grant date, the directors will be fully vested in the
        option
        by that date and shall cease to vest if the three independent directors cease
        to
        be independent directors of the Company for any reason.
 
 The
        options granted to the CFO and the three independent directors will expire
        on
        the fifth anniversary of the grant date and cease to vest if they cease to
        be
        the CFO or independent directors of the company for any reason.
  F-33
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
  **22.**
              **Stock
                  options- continued**
 
 During
        the six month ended June 30, 2008, the Company granted 383,151 stock options.
        The Company recognizes compensation expense, net of estimated forfeitures,
        over
        the requisite service period, which is the period during which the grantee
        is
        required to provide services in exchange for the award. The Company has elected
        to recognize compensation cost for awards with only a service condition that
        have a graded vesting schedule on a straight-line basis over the requisite
        service period for the entire award.
 
 The
        Company uses the Black-Scholes option pricing model to calculate the grant-date
        fair value of an award, with the following assumptions: no dividend yield,
        expected volatility of 109.40%, and a risk-free interest rate of 3.00%. In
        determining volatility of the Company’s options, the Company used the average
        volatility of the Company’s stock. Based on the Black-Scholes option pricing
        model, the entire option was valued at $2,186,499. In accordance with SFAS
        No.
        123R, the Company has recorded stock-based compensation expense during the
        three
        and six months ended June 30, 2008 of $33,946 in connection with the issuance
        of
        this option.
 
 The
        following table summarizes all Company stock option transactions between
        January
        1, 2008 and June 30, 2008
 **Option
                  Shares**
              
              **Vested
                  Shares**
              
              **Weighted
                  Average Exercise Price**
              
              **Remaining
                  Contractual Term**Balance,
                  January 1, 2008
              
              
              -
              
              
              -
              
              $
              -
              
              $
              -Granted
                  or vested during the six months ended June 30, 2008
              
              
              383,151
              
              
              -
              
              $
              3.708
              
              $
              5Expired
                  during the six months ended June 30, 2008
              
              
              -
              
              
              -
              
              
              -
              
              
              -Balance,
                  June 30, 2008
              
              
              383,151
              
              
              -
              
              $
              3.708
              
              $
              5
 
 The
        weighted average grant date fair value of options granted was $7.35 per share.
        The total number of stock options outstanding as at June 30, 2008 was 383,151
        shares.
  F-34
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
 
 **23.**
            **Stock
                Subscription Receivable** 
 On
        March
        12, 2008, the Company issued 85,714,282 (equivalent to approximately 5,829,018
        post -split shares) shares of common stock to the investors for gross proceeds
        of $18 million in the private placement. Under the placement, the Company
        paid $
        2,640,477 in cash as compensation to the party involved in this private
        placement. As at March 31, 2008, the Company has not received the funds
        amounting to $1,403,937 and has recorded the amounts due under the caption
        “Stock Subscription Receivable” in the accompanying balance sheet. During the
        three months ended June 30, 2008, the Company received the rest of the funds
        amounting to $1,403,937 and there is no stock subscription receivable as
        at June
        30, 2008. The Company received all the funds totally amounting to $15,359,523
        during the six months ended June 30, 2008 and has recorded the proceeds from
        common stock sale in the accompanying statements of cash flows.
 
 **24.**
            **Restricted
                cash** 
 On
        March
        12, 2008, the Company consummated with certain accredited investors (the
        “Investors”) a private placement of 85,714,282 shares (equivalent to
        approximately 5,829,018 post-split shares) of the common stock for an aggregate
        purchase price of approximately $18,000,000. Under this private placement
        arrangement, the Company signed three covenants with investors.
 
 Covenants:
        The Securities Purchase Agreement contains certain covenants on our part,
        including the following:
 
 (a)
        Board
        of Directors. Within 180 days following the closing, the Company is required
        to
        nominate a minimum of five members to our Board of Directors, a majority
        of
        which must be “independent,” as defined under the Nasdaq Marketplace Rules, and
        to take all actions and obtain all authorizations, consents and approvals
        as are
        required to be obtained in order to effect the election of those
        nominees.
 
 (b)
        Chief
        Financial Officer. Within 180 days following the closing, the Company is
        required to hire a chief financial officer (“CFO”) who is a certified public
        accountant, fluent in English and familiar with US GAAP and auditing procedures
        and compliance for US public companies.
 
 (c)
        Investor Relations Firm. Within 60 days following the closing, the Company
        is
        required to hire one of the following investor relations firms: CCG Elite,
        Hayden Communications or Integrated Corporate Relations.
  F-35
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
 **24.**
            **Restricted
                cash -(continued)** 
 In
        connection with the above three post-closing covenants, the Company has
        deposited an aggregate of $1,750,000 ($750,000 as board holdback escrow amount,
        $750,000 as CFO holdback escrow amount, and $250,000 as investor relations
        firm
        holdback amount) from the gross proceeds of the private placement in the
        escrow
        account pursuant to the Holdback Escrow Agreement by and among us, the investors
        and the escrow agent named therein. In the event the Company fail to comply
        with
        any of the above covenants in a timely fashion, we will incur liquidated
        damages
        of 1% on a daily pro-rata basis for any portion of a month of the gross proceeds
        of the private placement, or 2% if we suffer a holdback event relating to
        Board
        of Directors or CFO in a 30-day period, to be subtracted from the holdback
        escrow fund, until its compliance with such covenants.
 
 The
        Company is required to fulfill the above covenants within 60 days to 180
        days,
        therefore, the deposit of $1,750,000 to escrow accounts recorded as restricted
        cash under current assets as at March 31, 2008. The Company fulfill all the
        above covenants and received $1,750,000 during the three months ended June
        30,
        3008 and there is no restricted cash recorded under current assets as at
        June
        30, 2008.
 
 **25.**
              **Stock-Based
                  Compensation**
 
 The
        Company estimated the fair value of each warrant award on the date of grant
        using the Black-Scholes option-pricing model and the assumption noted in
        the
        following table. Expected volatility is based on the historical and implied
        volatility of a peer group of publicly traded entities. The expected term
        of
        options gave consideration to historical exercises, post-vesting cancellations
        and the options’ contractual term. The risk-free rate for the expected term of
        the option is based on the U.S. Treasury Constant Maturity at the time of
        grant.
        The assumptions used to value options granted during the six months ended
        June
        30, 2008 were as follows:
 
 **Six Months
                  Ended**
                **June
                  30, 2008**Risk
                  free interest rate
              
              
              3
              %Expected
                  volatility
              
              
              109
              %Expected
                  life (years)
              
              
              3
 
 Stock
        Compensation-The Company granted warrants to acquire and aggregate of 6,999,999
        shares (equivalent to 476,014 post-split shares) of common stock to Roth
        Capital
        Partners, LLC and WLT Brothers Capital, Inc., for the services in connection
        with the private placement on March 12, 2008. The Company valued the options
        by
        Black-Scholes option-pricing model with the amount of $2,398,975 which recorded
        as cost of raising capital against additional paid-in capital.
  F-36
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
 
 **25.**
            **Stock-Based
                Compensation - continued** 
 During
        the three and six months ended June 30, 2008, the Company has recorded
        stock-based compensation expense of $33,946 for the in connection with the
        issuance of this option.(Note 21)
 
 **26.**
              **Significant
                  concentrations and risk**
 
 (a)
            Customer
                Concentrations 
 The
        Company has the following concentrations of business with each customer
        constituting greater than 10% of the Company’s gross sales:
 
 For
                  the six months ended
                June
                  30
              
              For
                  the three months ended
                June
                  302008
              
              2007
              
              2008
              
              2007Wang
                  Jianbo
              
              
              15.62
              %
              
              -
              
              
              14.94
              %
              
              -Wei
                  Yunchao
              
              
              10.00
              %
              
              -
              
              
              8.5
              %
              
              -
  The
        Group
        has not experienced any significant difficulty in collecting its accounts
        receivable in the past and is not aware of any financial difficulties being
        experienced by its major customers.
 
 The
        Group
        has the following concentrations of business with each supplier constituting
        greater than 10% of the Company’s purchase:
 
 For
                  the six months ended
                June
                  30
              
              For
                  the three months ended
                June
                  302008
              
              2007
              
              2008
              
              2007Ma
                  Zhuping
              
              
              20.52
              %
              
              -
              
              
              16.66
              %
              
              -Shangdong
                  Yikshang Poultry Limited
              
              
              23.02
              %
              
              -
              
              
              18.42
              %
              
              -Ding
                  Jiangsheng
              
              
              10.27
              %
              
              -
              
              
              11.98
              %
              
              -
  F-37
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
 
 **26.**
              **Significant
                  concentrations and risk -
                  continued**
 
 (b)
            Credit
                Risk 
 Financial
        instruments that potentially subject the Group to significant concentration
        of
        credit risk consist primarily of cash and cash equivalents. As of June 30,
        2008,
        substantially all of the Group’s cash and cash equivalents were held by major
        financial institutions located in the PRC, which management believes are
        of high
        credit quality.
 
 (c)
            Group’s
                operations are in China 
 All
        of
        the Group’s products are produced in China. The Group’s operations are subject
        to various political, economic, and other risks and uncertainties inherent
        in
        China. Among other risks, the Group’s operations are subject to the risks of
        transfer of funds; domestic and international customs and tariffs; changing
        taxation policies; foreign exchange restrictions; and political conditions
        and
        governmental regulations.
 
 **27.**
              **Business
                  and geographical segments-**
 
 The
        Company’s operations are classified into two principal reportable segments that
        provide different products or services.  PRC Yuhe is engaged in
        the business of breeding chick while Taihong is engaged in the business of
        feed
        production, in which most of the products were used internally.  Separate
        management of each segment is required because each business unit is subject
        to
        different production and technology strategies.
 
 **Reportable
        Segments**
 
 Production
                  of chicks
              
              Production
                  of feeds
              
              Corporate
              
              Production
                  of chicks
              
              Production
                  of feeds
              
              Corporate
              
              TotalFor
                  the six months ended
                June
                  30, 2008
              
              For
                  the six months ended
                June
                  30, 2007
              
              For
                  the six months ended
                June
                  30, 2008
              
              For
                  thesix months
                ended
                  June30,
                  2007External
                  revenue
              
              
              6,515,370
              
              
              193,112
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              6,708,482
              
              
              -Intersegment
                  revenue
              
              
              -
              
              
              4,513,783
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              4,513,783
              
              
              -Interest
                  income
              
              
              323
              
              
              1
              
              
              4,131
              
              
              -
              
              
              -
              
              
              -
              
              
              4,455
              
              
              -Interest
                  expense
              
              
              (186,708
              )
              
              (256,412
              )
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (443,120
              )
              
              -Depreciation
                  and amortization
              
              
              (596,627
              )
              
              (51,782
              )
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (648,409
              )
              
              -Net
                  profit/(loss)
              
              
              904,513
              
              
              31,411
              
              
              (43,261
              )
              
              -
              
              
              -
              
              
              -
              
              
              (892,663
              )
              
              -Assets
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Expenditures
                  for long-lived assets
              
              
              11,885,281
              
              
              2,054
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              11,887,335
              
              
              -
  F-38
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
 
 **27.**
              **Business
                  and geographical segments -
                  continued**
 
 Note:
              Intersegment
                  revenue of 4,513,783 was eliminated in consolidation.Expenditure
                  for long-lived assets included accrued construction in progress
                  amounting
                  $492,256.
 
 **Reportable
        Segments**
 
 Production
                  of chicks
              
              Production
                  of feeds
              
              Corporate
              
              Production
                  of chicks
              
              Production
                  of feeds
              
              Corporate
              
              TotalFor
                  the three months ended
                June
                  30, 2008
              
              For
                  the three months ended
                June
                  30, 2007
              
              For
                  the three months ended
                June
                  30, 2008
              
              For
                  the three months ended June 30, 2007External
                  revenue
              
              
              5,486,373
              
              
              118,558
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              5,604,931
              
              
              -Intersegment
                  revenue
              
              
              -
              
              
              3,217,448
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              3,217,448
              
              
              -Interest
                  income
              
              
              166
              
              
              -
              
              
              4,131
              
              
              -
              
              
              -
              
              
              -
              
              
              4,297
              
              
              -Interest
                  expense
              
              
              (109,068
              )
              
              (153,578
              )
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (262,646
              )
              
              -Depreciation
                  and amortization
              
              
              (362,219
              )
              
              (31,312
              )
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (393,531
              )
              
              -Net
                  profit/(loss)
              
              
              1,146,486
              
              
              60,212
              
              
              (41,554
              )
              
              -
              
              
              -
              
              
              -
              
              
              1,165,144
              
              
              -Assets
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Expenditures
                  for long-lived assets
              
              
              11,637,200
              
              
              1,519
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              11,638,719
              
              
              -
 
 Note:
              Intersegment
                  revenue of3,217,448was eliminated in consolidation.Expenditure
                  for long-lived assets included accrued construction in progress
                  amounting
                  $492,256.
 
 The
        Group’s operations are located in the PRC. All revenue is from customers in the
        PRC. All of the company’s assets are located in the PRC. Accordingly, no
        analysis of the Group's sales and assets by geographical market is
        presented.
  F-39
 **YUHE
          INTERNATIONAL INC.**
 **(Formerly
          known as First Growth Investors Inc.)**
 **NOTES
          TO CONDENSED CONSOLIDATED STATEMENTS**
 
 **28.**
              **Commitments
                  and contingencies**
 
 Operating
        Leases - In the normal course of business, the Group leases the land for
        hen
        house under operating lease agreements. The Group rents land, primarily for
        the
        feeding of the chickens. The operating lease agreements generally contain
        renewal options that may be exercised at the Groups discretion after the
        completion of the base rental terms. The Group was obligated under operating
        leases requiring minimum rentals as follows:
 
 Up
                  to December 31,2008
              
              $
              76,3052009
              
              
              152,6102010
              
              
              140,6542011
              
              
              80,8702012
              
              
              80,870Thereafter
              
              
              1,503,957Total
                  minimum lease payments
              
              $
              2,035,266
  During
        the six months ended June 30, 2008 and 2007, rental expenses were $72,982
        and $0
        respectively.
 
 During
        the three months ended June 30, 2008 and 2007, rental expenses were $51,277
        and
        $0 respectively.
 
 As
        of
        June 30, 2008, the Group had capital commitment amounting to $10,492,701
        in
        relation to the construction cost, land acquisition and farm acquisition
        for
        Weifang Yuhe Poultry Co., Ltd. and the Group paid the deposits of $9,896,888
        related to these commitments and recorded under Deposits paid for acquisition
        of
        long term assets (Note 10).
  F-40
 
 **YUHE
            INTERNATIONAL, INC.**
 
 
 
 **UNAUDITED
            PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS**
     
  **YUHE
            INTERNATIONAL, INC.**
 
 **UNAUDITED
            PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS**
 
 **Basis
            of Presentation**
 
 On
            March
            12, 2008, Yuhe International, Inc. entered into a Share Exchange Agreement
            with
            Bright Stand International Limited. and its stockholders, pursuant to
            which Yuhe
            International, Inc. acquired all of the issued and outstanding capital
            stock of
            Bright Stand International Limited. in exchange for a total of 8,626,318
            shares
            of our common stock, constituting 56% shares of Yuhe International, Inc.
            issued
            and outstanding common stock at the time of the merger agreement, $0.001
            par
            value per share.
 
 Yuhe
            International, Inc. expects to complete the acquisition of Bright Stand
            International Limited, pursuant to the Merger Agreement, in March 2008.
            The
            acquisition will be accounted for as a reverse merger effected by a share
            exchange, wherein Bright Stand International Limited. is considered the
            acquirer
            for accounting and financial reporting purposes.
 
 The
            unaudited pro forma consolidated statements of operations reflects the
            results
            of operations of the company had the merger occurred on January 1, 2007.
            The pro
            forma consolidated statements of operations were prepared as if the transactions
            were consummated on January 1, 2007. These pro forma consolidated statements
            of
            operations have been prepared for comparative purposes only and do not
            purport
            to be indicative of the results of operations which actually would have
            resulted
            had the transaction occurred on the date indicated and are not necessarily
            indicative of the results that may be expected in the future.
 
 Due
            to
            the fact that there was no any trading and shareholding relationship
            between
            Yuhe International, Inc. with Bright Stand International Limited. before
            the
            share exchange, in the opinion of management, no pro forma adjustment
            directly
            attributable to the share exchange contemplated by the Agreement is to
            be made
            to the unaudited pro forma consolidated statements of operations of Yuhe
            International, Inc.
  
  YUHE
            INTERNATIONAL, INC.
 UNAUDITED
            PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
 FOR
            THE
            SIX MONTHS ENDED JUNE 30, 2008
 
 
 Pro
                      forma for the period from January 1, 2008 to March 31,
                      2008
                  
                  As
                      reported from April 1, 2008 to June 30, 2008
                  
                  Pro
                      forma
                    Adjustment
                  
                  Pro
                      forma TotalNet
                      revenues
                  
                  $
                  2,594,880
                  
                  $
                  5,604,931
                  
                  $
                  
                  
                  $
                  $8,199,811Cost
                      of revenue
                  
                  
                  (2,212,145
                  )
                  
                  (3,768,540
                  )
                  
                  
                  
                  
                  (5,980,685
                  )Gross
                      profit
                  
                  
                  382,735
                  
                  
                  1,836,391
                  
                  
                  
                  
                  
                  2,219,126Operating
                      expensesSelling
                      expenses
                  
                  
                  (77,537
                  )
                  
                  (96,291
                  )
                  
                  
                  
                  
                  (173,828
                  )General
                      and administrative expenses
                  
                  
                  (383,664
                  )
                  
                  (457,961
                  )
                  
                  
                  
                  
                  (841,625
                  )Bad
                      debts recovery
                  
                  
                  233,038
                  
                  
                  73,770
                  
                  
                  
                  
                  
                  306,808Total
                      operating expenses
                  
                  
                  (228,163
                  )
                  
                  (480,482
                  )
                  
                  
                  
                  
                  (708,645
                  )Income
                      from operations
                  
                  
                  154,572
                  
                  
                  1,355,909
                  
                  
                  
                  
                  
                  1,510,481Non-operating
                      income (expenses)Interest
                      income
                  
                  
                  163
                  
                  
                  4,297
                  
                  
                  
                  
                  
                  4,460Other
                      income
                  
                  
                  11,504
                  
                  
                  93,662
                  
                  
                  
                  
                  
                  105,166Interest
                      expenses
                  
                  
                  (266,641
                  )
                  
                  (262,646
                  )
                  
                  
                  
                  
                  (529,287
                  )Other
                      expenses
                  
                  
                  (30,545
                  )
                  
                  (26,078
                  )
                  
                  
                  
                  
                  (56,623
                  )Total
                      other income (expenses)
                  
                  
                  (285,519
                  )
                  
                  (190,765
                  )
                  
                  
                  
                  
                  (476,284
                  )Net
                      Income (loss) before income tax
                  
                  
                  (130,947
                  )
                  
                  1,165,144
                  
                  
                  
                  
                  
                  1,034,197Income
                      Tax
                  
                  
                  -
                  
                  
                  -
                  
                  
                  
                  
                  
                  -Net
                      income (loss)
                  
                  $
                  (130,947
                  )
                  $
                  1,165,144
                  
                  $
                  
                  
                  $
                  $1,034,197Earnings
                      per shareBasic
                  
                  $
                  (0.01
                  )
                  $
                  0.07
                  
                  
                  
                  
                  $
                  0.08Diluted
                  
                  $
                  (0.01
                  )
                  $
                  0.07
                  
                  
                  
                  
                  $
                  0.08Weighted
                      average shares outstandingBasic
                  
                  
                  10,146,353
                  
                  
                  15,543,330
                  
                  
                  
                  
                  
                  12,844,935Diluted
                  
                  
                  10,146,353
                  
                  
                  15,543,330
                  
                  
                  
                  
                  
                  13,039,395
  
  YUHE
            INTERNATIONAL, INC.
 UNAUDITED
            PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
 FOR
            THE
            SIX MONTHS ENDED JUNE 30, 2007
  Yuhe
                        PRC
                      Six
                        Months Ended June 30, 2007
                    
                    Yuhe
                        PRC
                      Three
                        Months Ended June 30, 2007Net
                        revenues
                    
                    $
                    6,037,317
                    
                    $
                    3,059,436Cost
                        of revenue
                    
                    
                    (4,996,348
                    )
                    
                    (1,937,471
                    )Gross
                        profit
                    
                    
                    1,040,969
                    
                    
                    1,121,965Operating
                        expensesSelling
                    
                    
                    (154,560
                    )
                    
                    (92,557
                    )General
                        and administrative
                    
                    
                    (521,399
                    )
                    
                    (317,135
                    )Total
                        operating expenses
                    
                    
                    (675,959
                    )
                    
                    (409,692
                    )Income
                        from operations
                    
                    
                    365,010
                    
                    
                    712,273Non-operating
                        income (expense)Interest
                        income
                    
                    
                    251
                    
                    
                    237Other
                        income
                    
                    
                    17,987
                    
                    
                    2,716Interest
                        expenses
                    
                    
                    (522,533
                    )
                    
                    (251,131
                    )Other
                        expenses
                    
                    
                    (52,822
                    )
                    
                    -Total
                        other expenses
                    
                    
                    (557,117
                    )
                    
                    (248,178
                    )Net
                        income (loss) before income tax
                    
                    
                    (192,107
                    )
                    
                    464,095Income
                        Tax
                    
                    
                    -Net
                        income (loss)
                    
                    $
                    (192,107
                    )
                    $
                    464,095Earnings
                        (loss) per shareBasic
                    
                    $
                    (0.02
                    )
                    $
                    0.05Diluted
                    
                    $
                    (0.02
                    )
                    $
                    0.05Weighted
                        average shares outstandingBasic
                    
                    
                    8,626,318
                    
                    
                    8,626,318Diluted
                    
                    
                    8,626,318
                    
                    
                    8,626,318







**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION**





***Special
      Note Regarding Forward Looking Statements***





This
      Quarterly Report on Form 10-Q, including the following “Management’s Discussion
      and Analysis of Financial Condition and Results of Operations,” contains
      forward-looking statements that are based on the beliefs of the Company’s
      management and involve risks and uncertainties, as well as assumptions that,
      if
      they ever materialize or prove incorrect, could cause the results of the Company
      to differ materially from those expressed or implied by such forward-looking
      statements. The words “believe,” “expect,” “anticipate,” “project,” “targets,”
“optimistic,” “intend,” “aim,” “will” or similar expressions are intended to
      identify forward-looking statements. All statements other than statements of
      historical fact are statements that could be deemed forward-looking statements,
      including statements regarding new and existing products, technologies and
      opportunities; statements regarding market and industry segment growth and
      demand and acceptance of new and existing products; any projections of sales,
      earnings, revenue, margins or other financial items; any statements of the
      plans, strategies and objectives of management for future operations; any
      statements regarding future economic conditions or performance; uncertainties
      related to conducting business in China; any statements of belief or intention;
      any of the factors mentioned in the “Risk Factors” section of the Company’s S-1
      or amendment thereof or annual report on Form 10-K; and any statements of
      assumptions underlying any of the foregoing. Except as otherwise indicated
      by
      the context, references in this report to “the Company,” “Yuhe International,”
“we,” “us,” or “our,” are references to the combined business of Yuhe
      International, Inc. and its subsidiaries, except in the “Management’s Discussion
      And Analysis of Financial Condition And Results of Operation” where all
      historical financial information prior to March 12, 2008 refers to Weifang
      Yuhe
      Poultry Co. Ltd., “PRC Yuhe”, which includes the accounts of Weifang
      Taihong Feed Co. Ltd., “Taihong”.





***Overview***


We
      are in
      the middle of the broiler chicken supply chain. We purchase baby parent breeding
      stocks from primary breeder farms, raise them for hatching eggs and sell live
      day-old broilers to the market. Our business segment along the broiler supply
      chain has the highest margin along the supply chain. We produce high quality
      day-old broilers supported by our know-how in feed ingredient composition,
      immunization system and breeding techniques gained through over a decade
      experience.





Unless
      otherwise noted, all dollar figures provided herein are translated into United
      States Dollars from Renminbi at year-end exchange rates as to assets and
      liabilities and average exchange rates as to revenues and expenses. Capital
      accounts are translated at their historical exchange rates when the capital
      transactions occurred.





Unless
      otherwise noted, all historical financial information prior to March 12, 2008
      refers to PRC Yuhe, which includes the accounts of Taihong.





***Our
      Company History***





Our
      company has an offshore holding structure commonly used by foreign investors
      with operations in China. We are a Nevada corporation which directly owns 100%
      of the securities of Bright Stand International Limited, or “Bright Stand”, an
      international business company incorporated in the British Virgin Islands.
      Bright Stand directly owns 100% of the securities of PRC Yuhe, a wholly
      foreign-owned enterprise established under the laws of the PRC, and directly
      owns 43.75% and indirectly owns, through PRC Yuhe, the remaining 56.25% of
      the
      securities of Taihong, a foreign invested enterprise established under the
      laws
      of the PRC.




Mr.
      Kunio
      Yamamoto, Pinnacle Fund, L.P., Black River Small Capitalization Fund Ltd.,
      Ardsley Partners Fund II, LP and Halter Financial Investments, L.P. are our
      significant shareholders. As of June 30 ,
      2008,
      Mr. Yamamoto owned 49.2%, Pinnacle Fund, L.P. owned 15.6%, Black River Small
      Capitalization Fund Ltd. owned 14.6%, Ardsley Partners Fund II, LP owned 7.3%
      and Halter Financial Investments, L.P. owned 6.1% of the total outstanding
      shares of our common stock.





4





The
      following chart depicts our organizational structure:










We
      did
      not become engaged in the day-old broiler business until March 12, 2008.
      Effective March 12, 2008, we closed an Exchange Agreement with Bright Stand
      and
      Kunio Yamamoto, a citizen of Japan, the sole former shareholder of Bright Stand.
      Pursuant to the terms of the Exchange Agreement we acquired all of the
      outstanding capital stock of Bright Stand from Mr. Yamamoto in exchange for
      126,857,134 shares, equivalent to 8,626,318 post-split shares, of our common
      stock. At the closing, Bright Stand became our wholly-owned subsidiary.
      Immediately following the closing of the Exchange Agreement, Mr. Yamamoto owned
      126,857,134 shares, equivalent to 8,626,318 post-split shares, of our common
      stock.





Upon
      the
      closing of the Exchange Agreement we gained operating control over PRC Yuhe
      and
      Taihong. PRC Yuhe has been owned by Bright Stand since January 31, 2008. Taihong
      has been owned by PRC Yuhe and Bright Stand since January 31, 2008. Before
      the
      closing of the Exchange Agreement, we were known as First Growth Investors,
      Inc., and were originally formed for the purposes of buying, selling and
      investing in vintage wines, which was our business from 1997 through December
      31, 2003. We had no operations from January 1, 2004 until the closing of the
      Exchange Agreement.





Effective
      April 4, 2008, we amended our articles of incorporation to change our name
      from
“First Growth Investors, Inc.” to “Yuhe International, Inc.”, and effect a
      1-for-14.70596492 reverse stock split of our common stock. Our Board of
      Directors and shareholders approved the name change and the reverse stock split
      pursuant to the Nevada Revised Statutes. The name change became effective with
      NASDAQ’s Over-the-Counter Bulletin Board at the opening for trading on April 7,
      2008, under the new stock symbol of “YUII.OB”.





On
      April
      20, 2008, we appointed CCG Elite Investor Relations as our investor relations
      firm effective on May 1, 2008. On June 13, 2008, we appointed three independent
      directors and one non-independent director to our board of directors and formed
      an audit committee, compensation committee and nomination committee under our
      board of directors.





***Our
      Business Operations***





Our
      business is part of the commercial broiler supply chain.





Day-old
      broilers are one-day-old broilers that are sold to broiler raisers. Day-old
      broilers sold by our wholly owned subsidiary, PRC Yuhe, are our primary source
      of revenue.




5




We
      purchase parent breeding chickens from grandparent breeder farms and raise
      them
      to maturity. Once these parent breeding chickens have matured, they produce
      hatching eggs that we incubate and then sell the resulting day-old broilers
      chicks to our customers.





Under
      normal circumstances, female parent breeder chickens become productive from
      the
      26th week, and are no longer commercially productive after the 66th week.
      Typically a breeder is capable of producing approximately 167 eggs which
      will be hatched to 137 broilers over its production lifetime and the breeders
      are maintained by us for a period of 420 days. We source our parent breeder
      chickens from licensed suppliers located in Beijing, and Shandong and Jiangsu
      provinces and these suppliers are required to have a vaccination certificate
      and
      a breeder production certificate for the sale of the breeders. Our hatching
      eggs
      typically must be incubated for a period of 21 days. At least 28 weeks usually
      pass from our receipt of a day-old parent breeder to our sale of the first
      day-old broiler.





We
      operate in two elements of the broiler supply chain: day-old broiler production
      and feed production. These activities are operated under two separate
      subsidiaries, PRC Yuhe and Taihong, respectively.





***Competition***





The
      market for day-old broilers in China is highly fragmented. Shandong Province
      has
      the highest number of day-old broilers in China.





Day-old
      broilers are very weak physically and need to be transported in closely
      controlled temperature conditions during delivery. Therefore, producers of
      broiler chicks usually only sell locally or to surrounding areas, which limits
      our current effective sales market and competition to North China.





Shandong
      Minhe Animal Husbandry Co., Ltd., also located in Shandong Province, is one
      of
      our major competitors for sales of day-old broilers. They are slightly larger
      than us in terms of their annual day-old broiler production volume. Another
      regional competitor of ours is Jilin Deda, which is located in Jilin Province
      in
      north-eastern China and is smaller than us in terms of annual day-old broiler
      production volume. However, Jilin Deda is an integrated chicken company, so
      it
      does not generally sell day-old broilers to unaffiliated third
      parties.





***Results
      of Operations***




We
      have
      provided below a discussion of our results of operations, as a result of our
      control and ownership of our subsidiaries, PRC Yuhe and Taihong, and other
      factors. We have consolidated the results of PRC Yuhe and Taihong into our
      Consolidated Financial Statements from February 1, 2008 to June 30, 2008. For
      comparison purposes, we have provided a Pro forma Consolidated Statement of
      Operations for the three months ended June 30, 2007 to provide comparable
      presentation to our reported results for the three months ended June 30, 2008.
      We believe that providing this financial statement as if we had consolidated
      PRC
      Yuhe and Taihong may assist investors in assessing performance between periods.





**Three
      Months Ended June 30, 2008 Compared to Three Months Ended June 30,
      2007**





Discussion
      and analysis below is for the three months ended June 30, 2008, and the
      comparative three months period ended June 30, 2007. We use these items in
      internal performance measures to analyze performance between periods, develop
      internal projections and measure management performance.




6


All amounts, other than
              
              As a
              
              
              
              Increase/
              
              Increase/other than
              
              percentage of
              
              
              
              (Decrease)
              
              (Decrease)percentage, in
              
              net revenues
              
              
              
              Dollar ($)
              
              PercentageU.S. dollarsFor the three
              
              For the three
              
              For the three
              
              For the three
              
              For the threemonths ended
              
              months ended
              
              months ended
              
              months ended
              
              months endedJune 30
              
              June 30
              
              June 30
              
              June 30
              
              June 302008
              
              2008
              
              2007
              
              2008
              
              2007(As reported)
              
              
              
              (Pro forma)Sales
                  revenue
              
              
              5,604,931
              
              
              100.00
              %
              
              3,059,436
              
              
              2,545,495
              
              
              83
              %Costs
                  of goods sold
              
              
              3,768,540
              
              
              67.24
              %
              
              1,937,471
              
              
              1,831,069
              
              
              95
              %Gross
                  profit
              
              
              1,836,391
              
              
              32.76
              %
              
              1,121,965
              
              
              714,426
              
              
              64
              %Selling
                  expenses
              
              
              96,291
              
              
              1.72
              %
              
              92,557
              
              
              3,734
              
              
              4
              %General
                  and administrative expenses
              
              
              457,961
              
              
              8.17
              %
              
              317,135
              
              
              140,826
              
              
              44
              %Bad
                  debts recovery
              
              
              73,770
              
              
              1.32
              %
              
              -
              
              
              73,770
              
              
              -Operating
                  income
              
              
              1,355,909
              
              
              24.20
              %
              
              712,273
              
              
              643,636
              
              
              90
              %Interest
                  income
              
              
              4,297
              
              
              0.08
              %
              
              237
              
              
              4,060
              
              
              1717
              %Other
                  income
              
              
              93,662
              
              
              1.66
              %
              
              2,716
              
              
              90,946
              
              
              3323
              %Interest
                  expenses
              
              
              262,646
              
              
              4.69
              %
              
              251,131
              
              
              11,514
              
              
              5
              %Other
                  expenses
              
              
              26,078
              
              
              0.46
              %
              
              -
              
              
              26,078
              
              
              -Income
                  taxes
              
              
              -
              
              
              0.00
              %
              
              -
              
              
              -
              
              
              -Net
                  income
              
              
              1,165,144
              
              
              20.79
              %
              
              464,095
              
              
              701,049
              
              
              151
              %




*Net
      revenue*


Sales
      revenue of $5.6 million represents sales of day-old broilers $5.33 million,
      sales of broiler by-products $0.15 million and sales of feed $0.12
      million, for the three months ended June 30, 2008.





Sales
      revenue increased by $2.5 million, or 83%, to $5.6 million for the three months
      ended June 30, 2008 from $3.06 million for the three months ended June 30,
      2007.
      The increase was mainly driven by the increase in sales volume of our day-old
      broilers by 5.02 million broilers, or 74%, from 6.83 million broilers for
      the three
      months ended
      June 30, 2007 to 11.86 million broilers for the three months ended June 30,
      2008. The increase in sales volume was a result of the purchase of 0.2 million
      new breeder stock in the third quarter 2007 which began to produce one day
      old broilers in this quarter.





Sales
      revenue of broiler by-products is $ 0.15 million, or 3% of the total revenue.
      It
      consists of eggs, retired breeders, etc. Sales of broiler by-products increased
      $0.36 million, from $0.02 million for the three months ended June 30, 2007
      to
      $0.38 million for the three months ended June 30, 2008. The increase was mainly
      driven by the increase in sales volume of retired breeder stocks by 0.06 million
      kilograms.




7




Since
      almost all the products of Taihong were supplied to its parent, PRC Yuhe,
      revenue contributed from Taihong’s external sales comprised only approximately
      2% of our total revenues for the three months ended June 30, 2008.





*Cost
      of revenues*


Our
      cost
      of revenues amounted to approximately $3.77 million, representing approximately
      67% of our sales revenue for the three months ended June 30, 2008.





Our
      cost
      of revenues increased by $1.83 million, or 95%, to $3.77 million for the three
      months ended June 30, 2008 from $1.94 million for the three months ended June
      30, 2007. The main reason for the increase in the cost of revenues was the
      increase in sales volume and the increase in the feed cost.





As
      a
      percentage of net revenues, the cost of revenues increased by 4%, from 63%
      for
      the three months ended June 30, 2007, to 67% for the three months ended June
      30,
      2008. The increase in cost of revenues as a percentage of net revenues was
      mainly due to an increase in the feed price, which increased by 24% in the
      same
      period from 2007 to 2008. The feed cost proportion is approximately 50% of
      the total cost. The feed cost was composed of 62% corn cost,
      20% soybean cost and 18% other ingredients. The average unit cost of
      corn was RMB 1.71 and RMB 1.64 for the three months ended June 30, 2008 and
      2007, an increase of 4.3%. The average unit cost of soybean was RMB 4.22 and
      RMB
      2.41 for the three months ended June 30, 2008 and 2007, an increase of over
      75%.





*Gross
      profit*


The
      gross
      profit amounted to approximately $1.84 million for the three months ended June
      30, 2008.





Our
      gross
      profit increased by $0.71 million to $1.84 million for the three months ended
      June 30, 2008 from gross profit of $1.12 million for the three months ended
      June
      30, 2007.  The increase was mainly attributable to the increase in
      sales volume of our day-old broilers which we discussed above.


Gross
      profit as a percentage of net revenues was 33% for the three months ended June
      30, 2008, as compared to 37% for the three months ended June 30, 2007.
      The decrease was mainly attributable to the rise in sales price of feed
      supplies which was discussed above.




*General
      and administrative expenses*


Our
      General and administrative expenses amounted to approximately $458,000 for
      the
      three months ended June 30, 2008. It comprised mainly of human resources and
      related expenses of $82,592, representing 18% of total general and
      administrative expenses, depreciation expenses of $58,674, representing 13%
      of
      total general and administrative expenses, and travel expenses of $27,576,
      representing 6% of total general and administrative expenses.





Our
      General and administrative ** expenses
      increased $0.14 million, or 44%, to $0.46 million for the three months ended
      June 30, 2008 from $0. 32 million
      for the three months ended June 30, 2007. The increase in General and
      administrative expenses was mainly due to the increased travel expense by
      $25,000 and stock based compensation expense of $33,900 .
      Increase in travel expense is
      attributable to additional expense for public company business. Stock based
      compensation expense was related to the granting of options to purchase 150,000
      and 77,717 shares of the Company’s common stock at an exercise price of $3.708
      to the Chief Financial Officer and each of the three independent directors,
      respectively. 33.3% of the options will vest each year after the grant date,
      over a period of three years. The Company uses the Black-Scholes option pricing
      model to calculate the grant-date fair value of an award, with the following
      assumptions: no dividend yield, expected volatility of 109.40%, and a risk-free
      interest rate of 3.00%. In determining volatility of the Company’s options, the
      Company used the average volatility of the Company’s stock. Based on the
      Black-Scholes option pricing model, the entire option was valued at $2,186,499.





As
      a
      percentage of net revenues, administrative expenses decreased to 8% for the
      three months ended June 30, 2008 as compared to 10% for the three months ended
      June 30, 2007.




8




*Bad
      Debts Recovery*


During
      the three months ended June 30, 2008, bad debts recovery was $73,770. Bad debts
      recovery represents recovery of other receivables previously written
      off.





*Selling
      Expense*


Our
      selling expenses amounted to approximately $96,000 for the three months ended
      June 30, 2008. It comprised mainly of packaging expenses of approximately
      $49,000, representing 51% of total selling expenses. Human resources and related
      expenses of approximately $16,000, representing 17% of total selling expenses,
      and travel expense of $13,000, representing 14% of total selling expenses.





Our
      selling expenses increased by $0.004 million, or 4%, to $0.096 million for
      the three months ended June 30, 2008 from $0.093 million for the same period
      in
      2007. As a percentage of net revenues, selling expenses decreased to 2% for
      the
      three months ended June 30, 2008 as compared to 3 %
      for the
      three months ended June 30, 2007.





*Interest
      expenses.*


Interest
      expenses amounted to approximately $262,000 for the three months ended June
      30,
      2008. Interest expenses consisted primarily of interest on bank loans. As we
      expect to extend or roll over the loans as they come due in the near future,
      interest on bank loans will remain steady in the near future. Interest expenses
      increased $0.01 million to $0.26 million for the three months ended June 30,
      2008 from $0.25 million for the three months ended June 30, 2007. The minor
      difference in interest expenses was mainly due to a small amount of loan having
      been repaid compared to the period ended June 30, 2007.





*Provision
      for Income Taxes.* PRC
      Yuhe
      was entitled to an exemption from Chinese enterprises income tax (EIT) as the
      poultry producers. As a result, PRC Yuhe incurred no income tax expense for
      the
      three months ended June 30, 2008 and 2007.





In
      accordance with the relevant tax laws and regulations of PRC, our other PRC
      subsidiary Taihong is subject to the enterprise income tax rate of 25%.




*Net
      income*


Net
      profit amounted to approximately $1.17 million for the three months ended June
      30, 2008. Net profit increased by $0.70 million to $1.17 million for the three
      months ended June 30, 2008 from net profit of $0.46 million for the three months
      ended June 30, 2007, as a result of the factors described above.




9


**Six
      Months Ended June 30, 2008 Compared to Six Months Ended June 30,
      2007**





We
      have
      consolidated the results of PRC Yuhe and Taihong into our Consolidated Financial
      Statements from February 1, 2008 to June 30, 2008. For comparison purposes,
      we
      have provided a Pro forma Consolidated Statement of Operations for both six
      months ended June 30, 2008 and 2007 to provide comparable presentation to our
      reported results for the six months ended June 30, 2008 and 2007. We believe
      that providing this financial information as if we had consolidated PRC
      Yuhe and Taihong may assist investors in assessing performance between periods
      and in developing expectations of future performance.


All amounts,
                  other than
                  percentage, in
                  U.S. dollars
              
              As a
                percentage of
                net revenues
              
              
              
              
              
              Increase/
                (Decrease)
                Dollar ($)
              
              Increase/
                (Decrease)
                PercentageFor the six
                months ended
                June 30
                2008
              
              For the six
                months ended
                June 30
                2008
              
              For the six
                months ended
                June 30
                2008
              
              For the six
                months ended
                June 30
                2007
              
              For the six
                months ended
                June 30
                2008
              
              For the three
                months ended
                June 30
                2007(As reported)
              
              
              
              (Pro forma)
              
              (Pro forma)Sales
                  revenue
              
              
              6,708,482
              
              
              100.00
              %
              
              8,199,811
              
              
              6,037,317
              
              
              2,162,494
              
              
              35.82
              %Costs
                  of goods sold
              
              
              4,643,247
              
              
              69.21
              %
              
              5,980,685
              
              
              4,996,348
              
              
              984,337
              
              
              19.70
              %Gross
                  profit
              
              
              2,065,235
              
              
              30.79
              %
              
              2,219,126
              
              
              1,040,969
              
              
              1,178,157
              
              
              113.18
              %Selling
                  expenses
              
              
              144,831
              
              
              2.16
              %
              
              173,828
              
              
              154,560
              
              
              19,268
              
              
              12.47
              %General
                  and administrative expenses
              
              
              719,211
              
              
              10.72
              %
              
              841,625
              
              
              521,399
              
              
              320,226
              
              
              61.42
              %Bad
                  debts recovery
              
              
              86,915
              
              
              1.30
              %
              
              306,808
              
              
              -
              
              
              306,808
              
              
              -Operating
                  income
              
              
              1,288,108
              
              
              19.20
              %
              
              1,510,481
              
              
              365,010
              
              
              1,145,471
              
              
              313.82
              %Interest
                  income
              
              
              4,455
              
              
              0.07
              %
              
              4,460
              
              
              251
              
              
              4,209
              
              
              1677.48
              %Other
                  income
              
              
              99,562
              
              
              1.49
              %
              
              105,166
              
              
              17,987
              
              
              87,179
              
              
              484.69
              %Interest
                  expenses
              
              
              443,120
              
              
              6.61
              %
              
              529,287
              
              
              522,533
              
              
              6,754
              
              
              1.29
              %Other
                  expenses
              
              
              56,342
              
              
              0.84
              %
              
              56,623
              
              
              52,822
              
              
              3,801
              
              
              7.20
              %Income
                  taxes
              
              
              -
              
              
              0.00
              %
              
              -
              
              
              -
              
              
              -Net
                  income (loss)
              
              
              892,663
              
              
              13.31
              %
              
              1,034,197
              
              $
              (192,107
              )
              
              1,226,304
              
              
              -638.34
              %




*Net
      revenue (As reported).* Sales
      revenue of $6.7 million represents sales of 16.6 million day-old broilers from
      the period February 1, 2008 to June 30, 2008.





*Net
      revenue (Pro forma).* Sales
      revenue increased by $2.16 million, or 36%, to $8.2 million for the six months
      ended June 30, 2008 from $6.04 million for the six months ended June 30, 2007.
      The increase was driven by the increase in sales volume of our day-old broilers
      by 2.68 million birds, or 17%, from 15.6 million birds for the six months ended
      June 30, 2007 to 18.3 million birds for the six months ended June 30, 2008.
      Moreover, the selling price of day-old broilers increased from $0. 36 per bird
      for the six months ended June 30, 2007 to approximately $0.45 per bird for
      the
      six months ended June 30, 2008. (in the RMB, the selling price rise from 2.19
      to
      3.17 in these two periods). The increase in sales volume was a result of
      increase in the purchase of new breeder stock which has now grown up to reach
      maturity level in the second quarter of 2008. The price growth was primarily
      the
      result of an increase in the general demand for high-grade day-old broilers
      in
      North China, which in turn was largely driven by the substantial economic growth
      that China continued to experience for the six months ended June 30, 2008,
      and
      the consequent shortage of broilers in the market. The outbreak of avian flu
      in
      2006 hit the poultry industry badly and the market started to rebound at the
      beginning of 2007, resulting in a huge demand for our day old broilers.




10




*Cost
      of revenues (As reported).* Our
      cost
      of revenues amounted to approximately $4.64 million, or representing
      approximately 69% of our sales revenue from the period February 1, 2008 to
      June
      30,





*Cost
      of revenues (Pro forma).* Our
      cost
      of revenues increased by $0.98 million, or 20%, to $6 million for the six months
      ended June 30, 2008 from $5 million for the six months ended June 30, 2007.
      The
      main reasons for the increase in the cost of revenues were the increase in
      sales
      volume. As a percentage of net revenues, the cost of revenues decreased by
      10%,
      from 83% for the six months ended June 30, 2007, to 73% for the six months
      ended
      June 30, 2008. The decrease in cost of revenues as a percentage of net revenues
      was mainly due to an increase in the goods’ selling price, which increased by
      25% in the same period from year 2007 to year 2008, offsetting by increase
      in
      the feed cost.





The
      feed
      cost proportion is approximately 50% of the total cost. The feed cost is
      composed of 62% of corn cost, 20% of soybean cost and 18% of other ingredients.
      The average unit cost of corn was RMB 1.7 and RMB 1.63 for the six months ended
      June 30, 2008 and 2007, an increase of 4.3%. The average unit cost of soybean
      was RMB 4.1 and RMB 2.57 for the six months ended June 30, 2008 and 2007, an
      increase of 59.5%.





*Gross
      profits (As reported).* The
      gross
      profit amounted to approximately $2.07 million from the period February 1,
      2008
      to June 30, 2008. Gross profit as a percentage of net revenues was approximately
      30.79% from the period February 1, 2008 to June 30, 2008.





*Gross
      profit (Pro forma).* Our
      gross
      profit increased by $1.18 million to $2.22 million for the six months ended
      June
      30, 2008 from $1.04 million for the six months ended June 30, 2007.  Gross
      profit as a percentage of net revenues was 27.1% for the six months ended June
      30, 2008, as compared to 17.2% for the six months ended June 30, 2007.
      The increase was mainly attributable to the rise in sales price of our
      day-old broilers which was discussed above.





*General
      and administrative expenses (As reported).* Our
      General and administrative expenses amounted to approximately $0.72 million
      from
      the period February 1, 2008 to June 30, 2008. General
      and administrative expenses comprised mainly of human resources and related
      expenses of approximately $0.16 million, representing 22% of total general
      and
      administrative expenses, and depreciation expenses of $0.16 million,
      representing 22% of total general and administrative expenses.





*General
      and administrative expenses (Pro forma).*  *Our
      General and administrative* expenses
      increased $0.32 million, or 61%, to $0.84 million for the six months ended
      June
      30, 2008 from $0.52 million for the six months ended June 30, 2007. The increase
      in General and administrative expenses was mainly due to increase in salary,
      maintenance, hospitality and travel expenses, property tax, amortization of
      land
      use rights, audit fee and stock based compensation expense. Salary expense
      increased $51,700, or 49% as a result of increase in headcount and pay rate
      increase of 10%. Maintenance expense increased $19,000, over 100%, primarily
      due
      to maintenance work for one of the hatcheries to improve the condition for
      the
      broilers. Hospitality and travel expenses increased by $47,300, or over 100%. As
      a result of the reverse merger transaction, there was significant increase
      in
      number of travels and meetings between China and the United States. Property
      tax
      expense increased $22,000, or 94%, and amortization of land use rights increased
      by $15,900 or over 100%, as a result of purchase of land during the
      first six months of 2008. In addition, the Company incurred profession
      fee of $18,361 relating to the 2007 and 2006 financial statements preparation
      for use in the reverse merger transaction.




11




The
      Company had stock based compensation expense of $33,946 for the six months
      ended
      June 30, 2008; there was no stock based compensation expense for the comparative
      period in 2007. Stock based compensation expense was related to the granting
      of
      options to purchase 150,000 and 77,717 shares of the Company’s common stock at
      an exercise price of $3.708 to the Chief Financial Officer and each of the
      three
      independent directors, respectively. A Form of Stock Option Agreement is filed
      herewith as Exhibit 10.1. 33.3% of the options will vest each year after the
      grant date, over a period of three years. The Company uses the Black-Scholes
      option pricing model to calculate the grant-date fair value of an award, with
      the following assumptions: no dividend yield, expected volatility of 109.40%,
      and a risk-free interest rate of 3.00%. In determining volatility of the
      Company’s options, the Company used the average volatility of the Company’s
      stock. Based on the Black-Scholes option pricing model, the entire option was
      valued at $2,186,499.





*Bad
      Debts Recovery*


During
      the six months ended June 30, 2008, bad debts recovery was $86,915 (as reported)
      and $306,808 (pro forma). Bad debts recovery represents recovery of other
      receivables previously written off.





*Selling
      Expenses (As reported).* Our
      selling expenses amounted to $0.14 million from February 1, 2008 to June 30,
      2008. It comprised mainly of packaging expenses of approximately $73,000,
      representing 42% of total selling expenses; human resources and related expenses
      of approximately $33,000, representing 19% of total selling expenses, and travel
      expense of $28,000, representing 16% of total selling expenses.





*Selling
      Expenses (Pro forma).* ** Our
      selling expenses increased by $0.019 million, or 12%, to $0.174 million for
      the six months ended June 30, 2008 from $0.155 million for the same period
      in
      2007. Selling expenses consisted of packaging expenses, payroll and traveling
      expenses. The increase in selling expenses was primarily due to the increase
      in
      sales volume, As a percentage of net revenues, selling expenses remain at 2%
      for
      the six months ended June 30, 2008 and 2007.





*Interest
      expenses (As reported).* Interest
      expenses amounted to approximately $443,000 from February 1, 2008 to June 30,
      2008. Interest expenses consisted primarily of interest on bank loans. As we
      expect to extend or roll over the loans as they come due in the near future,
      the
      interest on bank loans will remain steady in the near future.





*Interest
      expenses (Pro forma).* Interest
      expenses increased $0.007 million to $0.529 million for the six months ended
      June 30, 2008 from $0.523 million for the six months ended June 30, 2007.
      Interest expenses consisted primarily of interest on bank loans. As we continued
      to roll over the loans as they come due in the past two years, interest on
      bank
      loans for the year ended June 30, 2008 stayed almost at the same level as that
      for the same period of 2007.





*Pro
      forma- Interest income (Pro forma).* Interest
      income remained fairly consistent at $4,460 and $251 for the six months ended
      June 30, 2008 and 2007.





*Net
      income*  *(As
      reported).* Net
      profit amounted to approximately $0.89 million from February 1, 2008 to June
      30,
      2008, as a result of the factors described above.





*Net
      income* ( *Pro
      forma).* Net
      profit increased by $1.22 million to $1.03 million for the six months ended
      June
      30, 2008 from net loss of $0.19 million for the six months ended June 30, 2007,
      as a result of the factors described above.




12


***Liquidity
      and Capital Resources***





For
      the
      period  from
      February 1, 2008 to June 30, 2008





We
      expect
      that our present working capital will meet our foreseeable working capital
      needs
      for the next 12 months from the date of this report.





In
      support of our long-term business plan, we arranged a private placement on
      March 12, 2008 of $18,000,000 with net amount of $15,359,523 that we received
      as
      of June 30, 2008. This fund will be used for our foreseeable expansion in 2008
      and 2009.





*General*


As
      of
      June 30, 2008, we had cash and cash equivalents of approximately $845,565.
      The
      following table provides detailed information about our net cash flow for the
      six months period ended June 30, 2008.





Six months ended
              June
                30, 2008Net
                cash (used in) operating activities
            
            
            (4,951,683
            )Net
                cash (used in) investing activities
            
            
            (25,311,328
            )Net
                cash provided by financing activities
            
            
            29,916,239Effect
                of foreign currency translation on cash and cash equivalents
            
            
            142,169Net
                cash outflow
            
            
            (204,603
            )Cash
                and cash equivalents at beginning of period
            
            
            1,050,168Cash
                and cash equivalents at end of period
            
            
            845,565





*Operating
      Activities.* Net
      cash
      used in operating activities was $4.9 million for the six months ended June
      30,
      2008. Net cash used in operating activities was primarily attributable to
      increase in inventory of $4.35 million for normal business purpose of paying
      inventory and the purchase of breeder stocks to replace retired breeder
      stocks.





*Investing
      Activities.* Net
      cash
      used in investing activities for the six months ended June 30, 2008 was $25.31
      million. Net cash used in investing activities was mainly due to the acquisition
      of 100% common stock of PRC Yuhe and 43.75% of Taihong for
      approximately $10.57 million cash in January 2008. In addition, the Company
      transferred US dollars funds raised from a private placement to two unrelated
      third parties for exchanging the funds into RMB. This was a temporary
      arrangement to reduce foreign exchange rate risk and the Company received a
      portion of the notes back, resulted in a net cash outflow of $3.4 million.





The
      Company paid $11.89 million for capital expenditures; in which $ 1.32 million
      is
      for acquisition of property, plant and equipment and $ 10.57 million for
      deposits paid for acquisition of land and farm construction. The Company has
      capital commitment amounting $10.57, of which the Company has paid $9.9 million
      as deposits for property, plant and equipment. The Company is required to pay
      the remaining $0.6 million to complete the existing construction projects for
      the expansion of the farm and hatch houses by November 2008.




*Financing
      Activities.* Net
      cash
      from financing activities totaled $29.91 million for the six months ended June
      30, 2008. The significant cash flows provided by financing activities was
      primarily a result of the business combination occurred during the period ended
      March 31, 2008. Bright Stand received $12.15 million capital contribution
      from its shareholder to use for acquisition of Weifang. In addition, $15.35
      million of net proceeds was raised in the sale of the Company's common stock
      during the period ended June 30, 2008; of which 12.21 million was received
      during the period ended March 31, 2008. $1.75 million was released from escrow
      agent as a result of the new CFO and independent directors’ engaging and $1.39
      subscription receivable was received by the Company during the three months
      ended June 30, 2008. The Company also had net cash proceeds of $1.16 million
      from receipt of receivables from and payments to related parties. Moreover,
      the
      Company had additional borrowings of $1.3 million during the six months ended
      June 30, 2008.




13


*Loan
      Facilities*


As
      of
      June 30, 2008, maturities of our bank loans are as follows:





As at June
                30, 20082008
            
            $
            5,748,1302009
            
            
            1,353,3572010
            
            
            3,638,057$
            10,739,544





All
      amounts, other than percentages, are in U.S. dollars


No
            
            Type
            
            Contracting
                Party
            
            Loan
                Periods
            
            Duration
            
            Interest
                rate
              Per
                annum
            
            Amount1
            
            Bank
                loan
            
            Nansun
                Rural Credit
            
            Nov
                28, 2008 -
              May
                17, 2010
            
            54
                months
            
            9.22%-10.51%
            $
            8,731,3372
            
            Bank
                loan
            
            Shuangyang
                Rural Credit
            
            May
                12, 2007 -
              Oct
                12, 2008
            
            17
                months
            
            9.33%
            
            945,8953
            
            Bank
                loan
            
            Hanting
                Kaiyuan Rural Credit Cooperative
            
            July
                1, 2007 -
              Jan
                1, 2009
            
            18
                months
            
            9.22%-13.31%
            
            1,062,312$
            10,739,544




We
      have
      loan facilities from three institutions and the following are the material
      terms
      of such bank loans.





Loans
      from Nansun Rural Credit.




Weifang
      entered into four loan agreements with Nansun Rural Credit on November 28 2005,
      March 14, 2007, May 17, 2007 and December
      10, 2007. Interest rates for the loan agreements range form 7.68% to 8.76%
      per
      annum. Nansun Rural Credit also provided four loans to Taihong from November
      28,
      2005 to December 5, 2007 at interest rates ranging from 9.22% to 10.51% per
      annum. Loan from Nansun Rural Credit had a total outstanding principal balance
      of $8,731,337 as of June 30, 2008. Weifang and Taihong are obligated under
      these
      loan agreements to pay interest monthly and repay the loans on their maturity
      dates from November 28, 2008 to May 17, 2010. The loans are used for financing
      of working capital. All loans are secured by the land use right and building
      of
      Weifang and Taihong with a net book of $12,337,750 as of June 30,
      2008.





Loan
      from
      Shuangyang Rural Credit.





On
      May
      12, 2007. Taihong entered into a loan agreement with Shuangyang Rural Credit.
      Pursuant to such loan agreement, Shuangyang Rural Credit loaned Taihong $945,895
      at an interest rate of 8.76% per annum on all outstanding principal. Taihong
      is
      obligated under such loan agreement to pay interest monthly and repay the loan
      on its maturity date, October 12, 2008. We use the loan to finance the purchase
      of raw materials. The loan is secured by the plant and equipment of Taihong
      with
      a net book of $1,180,271 as of June 30, 2008.





Loan
      from
      Hanting Kaiyuan Rural Credit Cooperative.





On
      July
      1, 2007, Weifang entered into a loan agreement with Hanting Kaiyuan Rural Credit
      Cooperative. Pursuant to the loan agreement, Hanting Kaiyuan Rural Credit
      Cooperative loaned Weifang $1,062,313 at interest rate of 9.248% per annum.
      Weifang is obligated under such loan agreement to pay interest monthly and
      repay
      the loan on its maturity date, January 1, 2009. Weifang uses the loan to finance
      the purchase of raw materials. The loan is secured by the plant and equipment
      of
      Weifang with a net book of $1,362,080 as of June 30, 2008.




14




Due
      to
      related companies





As
      of
      June 30, 2008, the Company has $492,596 due to Weifang Hexing Breeding Co.,
      Ltd., a company which Mr. Gao Zhentao also serves as a director. The amounts
      due
      to this related company are unsecured, interest free and have no fixed repayment
      date. These loans are used for working capital purposes.





***Obligations
      Under Material Contracts***





Below
      is
      a table setting forth our material contractual obligations as of June 30, 2008:


Payment
                due by periodContractual
                Obligations
            
            Total
            
            Less
                than 1
              year
            
            1-3
                years
            
            3-5
                years
            
            More
                than
              5
                yearsLong-Term
                Debt Obligations
            
            $
            10,739,544
            
            $
            5,748,130
            
            $
            4,991,414
            
            
            -
            
            
            -Due
                to Related Companies*
            
            $
            517,400
            
            $
            517,400
            
            
            -
            
            
            -
            
            
            -Loan
                Payable*
            
            $
            1,096,820
            
            $
            1,096,820
            
            
            -Operating
                Lease Obligations
            
            $
            2,035,266
            
            $
            76,305
            
            $
            293,264
            
            $
            161,740
            
            $
            1,503,957Capital
                Lease Obligations
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Purchase
                Obligations
            
            $
            10,492,701
            
            $
            10,492,701
            
            
            -
            
            
            -
            
            
            -Other
                Long-Term Liabilities Reflected on the Registrant’s Balance Sheet under
                GAAP
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Total
            
            $
            24,881,731
            
            $
            17,931,356
            
            $
            5,284,678
            
            $
            161,740
            
            $
            1,503,957




Other
      than the contractual loan, due to related companies, loan payable, operating
      lease obligations and purchase obligations set forth above, we did not have
      any
      other long-term debt obligations, capital commitments, or other long-term
      liabilities as of June 30, 2008.





*** *The
      amounts due to related companies and loan payable are unsecured, interest free
      and have no fixed repayment date. These loans are used for working capital
      purposes.*





***Critical
      Accounting Policies***





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires our management to make
      assumptions, estimates and judgments that affect the amounts reported in the
      financial statements, including the notes thereto, and related disclosures
      of
      commitments and contingencies, if any. We consider our critical accounting
      policies to be those that require the more significant judgments and estimates
      in the preparation of financial statements, including the
      following:





l
            *Inventory*-
                Inventories consisting of raw materials, work in progress and finished
                goods are stated at lower of cost and net realizable value. The cost
                of
                inventories is determined using weighted average cost method, and
                includes
                expenditure incurred in acquiring the inventories and bringing them
                to
                their existing location and condition. Net realizable value is the
                estimated selling price in the ordinary course of business less any
                applicable selling expenses. Finished goods are comprised of direct
                materials, direct labor and an appropriate proportion of overhead.
                At each
                balance sheet date, inventories that are worth less than cost are
                written
                down to their net realizable value, and the difference is charged
                to the
                cost of revenues of that period.





l
            *Trade
                receivable -*Trade
                receivables are recognized and carried at the original invoice amount
                less
                allowance for any uncollectible amounts. An estimate for doubtful
                accounts
                is made when collection of the full amount is no longer probable.
                Bad
                debts are written off as incurred.




15




l
            *Plant
                and equipment -*Plant
                and equipment are carried at cost less accumulated depreciation.
                Depreciation is provided over their estimated useful lives, using
                the
                straight-line method. Estimated useful lives of the plant and equipment
                are as follows:




Buildings
            20
                yearsMachinery
            10
                yearsVehicle
            5
                yearsFurniture
                and equipment
            3
                years





The
      cost
      and related accumulated depreciation of assets sold or otherwise retired are
      eliminated from the accounts and any gain or loss is included in the statement
      of income. The cost of maintenance and repairs is charged to income as incurred,
      whereas significant renewals and betterments are capitalized.





l
            *Valuation
                of long-lived assets -*Long-lived assets held and used by the Company are reviewed for impairment
                whenever events or changes in circumstances indicate that the carrying
                amount of assets may not be recoverable. It is reasonably possible
                that
                these assets could become impaired as a result of technology or other
                industry changes. Determination of recoverability of assets to be
                held and
                used is by comparing the carrying amount of an asset to future net
                undiscounted cash flows to be generated by the
                assets.





If
      such
      assets are considered to be impaired, the impairment to be recognized is
      measured as the amount by which the carrying amount of the assets exceeds the
      fair value of the assets. Assets to be disposed of are reported at the lower
      of
      the carrying amount or fair value less costs to sell. During the reporting
      periods, there was no impairment loss.





l
            *Intangible
                assets*-
                Intangible assets represent land use rights in the PRC. Land use
                rights
                are carried at cost and amortized on a straight-line basis over the
                period
                of rights of 50 years commencing from the date of acquisition of
                equitable
                interest. According to the laws of PRC, the government owns all of
                the
                land in PRC. Companies or individual are authorized to possess and
                use the
                land only through land usage rights approved by the PRC
                government.





l
            *Guarantee
                Expense -*The
                Company accounts for its liability for product guaranteed in accordance
                with FASB Interpretation No. 45 (FIN 45), "Guarantor's Accounting
                and
                Disclosure Requirements for Guarantees, Including Indirect Guarantees
                of
                Indebtedness of Others."  Under FIN 45, the aggregate changes in the
                liability for accruals related to product warranties issued during
                the
                reporting period must be charged to expense as incurred.




The
      company guarantees a 98% survival rate of its product by delivering additional
      2% of the product.  The guarantee expires seven days after delivery. 
If the survival rate falls below 98%, the Company provides additional guarantee
      compensation to customers.  Based on historical experience, the likelihood
      that survival rate falls below 96% is remote and therefore no accrued guarantee
      liability was recorded at period end.  The Company records guarantee
      expense as incurred.




l
            *Revenue
                recognition*-
                Net revenue is recognized when the third-party distributors and broiler
                farms and integrated chicken companies take delivery and acceptance
                of
                products.  The Company treats both the distributors and broiler farms
                and integrated chicken companies as end customers.  The price is
                fixed or determinable as stated in the sales contract, and the
                collectibility is reasonably assured.  Customers do not have a
                general right of return on products
                delivered.




l
            *Use
                of estimates-*The preparation of the Company’s financial statements in conformity with
                accounting principles generally accepted in the United States of
                America
                (“GAAP”) requires management to make estimates and assumptions that affect
                reported amounts of assets and liabilities and disclosure of contingent
                assets and liabilities at the date of the financial statements and
                the
                reported amounts of revenues and expenses during the reporting period.
                Actual results could differ from those estimates. The financial statements
                include some amounts that are based on management’s best estimates and
                judgments. These accounts and estimates include, but are not limited
                to,
                the valuation of accounts receivable, other receivables, inventories,
                deferred income taxes, and the estimation on useful lives of plant
                and
                equipment. These estimates may be adjusted as more current information
                becomes available, and any adjustment could be
                significant.




16




l
            *Significant
                Estimates -*Relating
                to Specific Financial Statement Accounts and Transactions Are Identified
                -
                The financial statements include some amounts that are based on
                management’s best estimates and judgments. The most significant estimates
                relate to allowance for uncollectible accounts receivable, inventory
                work
                in process valuation and obsolescence, depreciation, useful lives,
                taxes,
                and contingencies. These estimates may be adjusted as more current
                information becomes available, and any adjustment could be
                significant*.*




***Effects
      of Inflation***





Inflation
      and changing prices have not had a material effect on our business and we do
      not
      expect that inflation or changing prices will materially affect our business
      in
      the foreseeable future. However, the impact of inflation on Weifang and Taihong
      may not be readily recoverable in the prices of our products.





***Off
      Balance Sheet Arrangements***




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




***Seasonality***




Our
      business has been subject to material seasonal variations in operations for
      the
      normal life cycle of 66 weeks of the breeder stock. Breeder stock produced
      eggs
      at their mature stage, around weeks 28 - 60 and therefore, our business will
      have seasonal variation on the early and aged stage of the breeder stock. In
      addition, we normally raised a new batch of breeder stock after the aged breeder
      stock retires and is sold. This impact of seasonality can be resolved when
      we
      expand our batches of breeder stocks.




**ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**




Not
      required for a smaller reporting company.




**ITEM
      4. CONTROLS AND PROCEDURES**





Our
      management, with the participation of our chief executive officer and chief
      financial officer, Messrs. Gao Zhentao and Hu Gang, respectively evaluated
      the
      effectiveness of our disclosure controls and procedures. The term “disclosure
      controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the
      Exchange Act, means controls and other procedures of a company that are designed
      to ensure that information required to be disclosed by a company in the reports,
      such as this 10-Q, that it files or submits under the Exchange Act is recorded,
      processed, summarized and reported, within the time periods specified in the
      SEC’s rules and forms. Disclosure controls and procedures include, without
      limitation, controls and procedures designed to ensure that information required
      to be disclosed by a company in the reports that it files or submits under
      the
      Exchange Act is accumulated and communicated to the company’s management,
      including its principal executive and principal financial officers, as
      appropriate to allow timely decisions regarding required disclosure. Our
      disclosure controls and procedures are designed to provide reasonable assurance
      of achieving our objectives, and management necessarily applies its judgment
      in
      evaluating the cost-benefit relationship of possible controls and procedures.
      Based on that evaluation, Messrs. Gao and Hu concluded that as of June 30,
      2008,
      our disclosure controls and procedures were effective at that reasonable
      assurance level.





There
      were no changes in our internal control over financial reporting identified
      in
      connection with the evaluation performed that occurred during the quarter
      covered by this report that has materially affected or is reasonably likely
      to
      materially affect, our internal control over financial
      reporting.


17


**PART
      II**


**OTHER
      INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**




From
      time
      to time, we may become involved in various lawsuits and legal proceedings that
      arise in the ordinary course of business. However, litigation is subject to
      inherent uncertainties, and an adverse result in these or other matters may
      arise from time to time that may harm our business.





We
      are
      currently not aware of any such legal proceedings or claims that we believe
      will
      have a material adverse affect on our business, financial condition or operating
      results.





To
      our
      knowledge, no director, officer or affiliate of ours, and no owner of record
      or
      beneficial owner of more than five percent, 5%, of our securities, or any
      associate of any such director, officer or security holder is a party adverse
      to
      us or has a material interest adverse to us in reference to pending
      litigation.





**ITEM
      1A. RISK FACTORS**





There
      have been no material changes to the risk factors previously discussed in our
      Registration Statement on Amendment No. 1 to Form S-1 filed on or about July
      11,
      2008.





**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS**





Since
      January 1, 2005, we have issued unregistered securities to a limited
      number of accredited investors as described below:





(1)
        On November 16, 2007, we issued 14,000,000 shares of our common stock,
      equivalent to 951,996 post-split shares, to Halter Financial Investments, L.P.,
      an accredited inventor, for aggregate proceeds of $425,000. The issuance
      and sales of these securities were deemed to be exempt from registration
      pursuant to Section 4(2) of the Securities Act. We declared and paid a special
      cash dividend of $0.21 per share, equivalent to $3,088 per share
      post-split, to our shareholders on November 19, 2007. Halter Financial
      Investments, L.P. did not participate in such dividend. The dividend was payable
      to shareholders of record on November 15, 2007. The dividend payment date was
      November 19, 2007. The dividend was payable to our shareholders who held
      2,000,000 shares, equivalent to 135,995 post-split shares, of its common
      stock and resulted in a total dividend distribution of $420,000. The funds
      for
      the dividend came from the $425,000 proceeds received from the sale of common
      stock to Halter Financial Investments, L.P.





(2)
        On March 12, 2008 in connection with transactions related to the
      acquisition of Bright Stand International Limited, we issued 126,857,134 shares,
      equivalent to 8,626,318 post-split shares, of our common stock to Kunio
      Yamamoto, an accredited investor. The issuance and sales of these securities
      were deemed to be exempt from registration pursuant to Section 4(2) of the
      Securities Act.





(3)
        On March 12, 2008 we issued 85,714,282 shares, equivalent to 5,829,018
      post-split shares, of our common stock to twenty-five
      accredited investors for aggregate proceeds of approximately $18,000,000.
      The issuance and sales of these securities were deemed to be exempt from
      registration pursuant to Rule 506 under the Securities Act. We plan to use
      part of the proceeds to build new chicken farm and purchase new equipment for
      the expansion of our production capacity.





There
      were no underwritten offerings employed in connection with any of the
      transactions set forth above.




18





**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**




None.




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
      HOLDERS**




None.




**ITEM
      5. OTHER INFORMATION**




None.




**ITEM
      6. INDEX TO EXHIBITS**


10.1
              Form
                  of Stock Option Agreement. *


31.1
            Certification
                of Principal Executive Officer filed pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002. *





31.2
            Certification
                of Principal Financial Officer filed pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002. *




32.1
            Certification
                of Principal Executive Officer furnished pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002. *





32.2
            Certification
                of Principal Financial Officer furnished pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002. *




*
      filed herewith




19







**SIGNATURES**





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





DATED:
      August 14, 2008





**YUHE
      INTERNATIONAL, INC.**





By:
            /s/
                Gao ZhentaoGao
                ZhentaoChief
                Executive Officer(On
                behalf of the Registrant and as Principal Executive
                Officer)By:
            /s/
                Hu GangHu
                GangChief
                Financial Officer(On
                behalf of the Registrant and as Principal Financial
                Officer)




20





**EXHIBIT
      INDEX**





ExhibitNumber
            Description10.1
            Form
                of Stock Option Agreement. *31.1
            Certification
                of Principal Executive Officer filed pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.*31.2
            Certification
                of Principal Financial Officer filed pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.*32.1
            Certification
                of Principal Executive Officer furnished pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002.*32.2
            Certification
                of Principal Financial Officer furnished pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002.*




*
      filed
      herewith