UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549








FORM
10-K








xANNUAL REPORT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934




For the
fiscal year ended December 31, 2008








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




For the
transition period from ___________ to ___________.








Commission
file number 000-25765








CHINA FORESTRY,
INC.


(Exact
name of registrant as specified in its charter)







Nevada
                        
                        87-0429748(State
      or Other Jurisdiction of Incorporation of Organization)
                        
                        (I.R.S.
      Employer Identification No.)Room
      517, No. 18 Building
                          Nangangjizhong
      District,
                          High-Tech
      Development Zone
                          Harbin,
      Heilongjiang Province,
                          The
      People’s Republic of China
                        
                        (011)
      (86) 0451-87011257(Address
      of principal executive offices) (ZIP Code)
                        
                        (Registrant’s
      telephone number, including area
code)





Securities
      registered pursuant to Section 12(b) of the Act: None
              
              Securities
      registered pursuant to Section12 (g) of the Act: Common Stock, $0.001 par
      value





Indicate by check mark whether the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes 
No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes  No x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for shorter period that the registrant as required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes x
No 





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes  No x





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





Large
accelerated filer    Accelerated filer
   Non-accelerated filer    Smaller reporting
companyx





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





Aggregate
market value of the voting and non-voting common stock of the registrant held by
non-affiliates of the registrant at December 31, 2008, computed by reference to
the closing price of $0.016 per share as of March 26, 2009:  $599,780





Number of
common shares outstanding at March 31, 2009: 56,000,000





TABLE
OF CONTENTS


PagePART
      IPART
      IItem 1.
                              Business
                              3Item 2.
                              Properties
                              9Item 3.
                              Legal
      Proceedings
                              10Item 4.
                              Submission
      of Matters to a Vote of Security Holders
                              10PART
      IIItem 5.
                              Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                              10Item 6.
                              Selected
      Financial Data
                              11Item 7.
                              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                              11Item 7A.
                              Quantitative
      and Qualitative Disclosures about Market Risk
                              13Item 8.
                              Financial
      Statements and Supplementary Data
                              14Item 9.
                              Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                              23Item 9A.
                              Controls
      and Procedures
                              23Item
      9A(T).
                              Controls
      and Procedures
                              24Item 9B.
                              Other
      Information
                              24PART
      IIIItem 10.
                              Directors,
      Executive Officers and Corporate Governance
                              25Item 11.
                              Executive
      Compensation
                              27Item 12.
                              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                              28Item 13.
                              Certain
      Relationships, Related Transactions and Director
    Independence
                              28Item 14.
                              Principal
      Accounting Fees and Services
                              29PART
      IVItem 15.
                              Exhibits,
      Financial Statement Schedules
                              29Signatures
                              30


- 2
-


PART I





Item
1.                 Business





Forward-looking
Statements





This
annual report contains forward-looking statements. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "will",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements.





Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable laws, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements so as to conform these statements to actual results.





As used
in this annual report, the terms "we", "us", "our", “the Company”, and "China
Forestry" mean China Forestry, Inc. and all of our subsidiaries, unless
otherwise indicated.





All
dollar amounts refer to US dollars unless otherwise indicated.





Overview





History
of Our Company





Patriot
Investment Corporation, a Nevada corporation (“Patriot”), was originally
incorporated on January 13, 1986.  It has not had active business
operations since inception and was considered a development stage company.
 In 1993, Patriot entered into an agreement with Bradley S. Shepherd in
which Mr. Shepherd agreed to become an officer and director and use his best
efforts to organize and update our books and records and to seek business
opportunities for acquisition or participation.





On June
26, 2007, Patriot Investment Corporation simultaneously entered into, and
closed, a Share Exchange Agreement (the “Exchange Agreement”) by and among the
Company, Harbin SenRun Forestry Development Co., Ltd., a corporation organized
and existing under the laws of the People’s Republic of China (“Harbin SenRun”),
Bradley Shepherd, the President and majority shareholder of the Company
(“Shepherd”), Everwin Development Ltd., a corporation organized under the laws
of the British Virgin Islands (“Everwin”), and beneficial owner of 100% of the
share capital of Jin Yuan Global Limited, Jin Yuan Global Limited, a corporation
organized under the laws of the Hong Kong SAR of the People’s Republic of China
(“Hong Kong Jin Yuan”), and the Jin Yuan Global Limited Trust, a Hong Kong trust
created pursuant to a Declaration of Trust and a Trust and Indemnity Agreement
dated March 10, 2007 (the “Jin Yuan Global Limited Trust”) (Everwin, Hong Kong
Jin Yuan and the Jin Yuan Global Limited Trust being hereinafter referred to as
the “SenRun Shareholders”).  At the closing of the share exchange
transaction contemplated under the Exchange Agreement (the “Share Exchange”),
Everwin transferred all of its share capital of Hong Kong Jin Yuan together with
the sum of $610,000 in cash, plus $25,000 in  proceeds of a cash
deposit that was retained by the Company, to the Company in exchange for an
aggregate of 10,000,000 shares of Series A Convertible Preferred Stock, which
preferred shares are convertible into 47,530,000 shares of common stock of the
Company, thus causing Hong Kong Jin Yuan to become a wholly-owned subsidiary of
the Company and Harbin SenRun to become an indirect wholly-owned subsidiary of
the Company.





In
addition, pursuant to the terms and conditions of the Exchange
Agreement:





Ÿ
            On
      the Closing Date, the Company declared a cash dividend to the holders of
      its common stock in an amount equal to $ 0.01227 per share to holders of
      record on July 6, 2007, representing the cash payment received from
      Everwin less the outstanding liabilities of the Company which were to be
      paid off before the cash dividend was made.Ÿ
            After
      the dividend payment date on July 16, 2007, Shepherd exchanged 44,751,500
      of his shares of common stock of the Company for 221,500 shares of common
      stock of the Registrant, and Todd Gee exchanged 100,000 of his shares for
      100,000 shares of common stock, with Mr. Shepherd ending up owning 507,500
      shares of common stock and Mr. Gee ending up owning 100,000 shares of
      common stock.Ÿ
            Following
      Shepherd’s exchange of shares, Everwin converted its Series A Convertible
      Preferred Stock into 47,530,000 shares of common stock.Ÿ
            Demand
      and piggy-back registration rights were granted to Everwin and piggy-back
      registration rights were granted to Messrs. Shepherd and Gee with respect
      to shares of the Company’s restricted common stock acquired by them
      following the closing.Ÿ
            Everwin
      agreed for a period of one year following the closing that it will not
      cause or permit the Company to effect any reverse stock splits or register
      more than 6,000,000 shares of the Company’s common stock pursuant to a
      registration statement on Form S-8.Ÿ
            On
      the Closing Date, the current officers of the Company resigned from such
      positions and the persons designed by Everwin were appointed as the
      officers of the Company, notably Chunman Zhang as CEO, CFO and Treasurer
      and Degong Han as President and Secretary, and Todd Gee resigned as a
      director of the Company and a person designated by Everwin was appointed
      to fill the vacancy created by such resignation, notably Man
      Ha.Ÿ
            On
      the Closing Date, Shepherd resigned from his position as a director
      effective upon the expiration of the ten day notice period required by
      Rule 14f-1, at which time two persons designated by Everwin were appointed
      as directors of the Company, notably Degong Han and Kunlun
      Wang.Ÿ
            On
      the Closing Date, the Company paid and satisfied all of its “liabilities”
      as such term is defined by U.S. GAAP as of the closing.Ÿ
            On
      October 8, 2007, the Company announced the dismissal of Chunman Zhang from
      the offices of Chief Executive Officer, Chief Financial Officer and
      Treasurer, and the appointment of Yuan Tian as the Chief Executive Officer
      and Director and Man Ha as the Chief Financial Officer and Treasurer of
      the Company.





As of the
date of the Exchange Agreement there were no material relationships between the
Company or any of its affiliates and Everwin and the SenRun Shareholders, other
than in respect of the Exchange Agreement.





The
foregoing description of the Exchange Agreement does not purport to be complete
and is qualified in its entirety by reference to the complete text of the
Exchange Agreement, which is filed as Exhibit 2.1 to a Form 8-K filed with the
Commission on July 2, 2007, and is incorporated herein by
reference.





We are a
Nevada corporation. We are a fully-reporting 1934 Act company, with our common
stock quoted on the Over the Counter Bulletin Board
(OTCBB).


- 3
-


Everwin’s
Acquisition of Hong Kong Jin Yuan; the Share Exchange





During
January 2007, Mr. Degong Han, a citizen and resident of the People’s Republic of
China and the majority shareholder of Harbin SenRun (“Han”), contributed 51% of
the equity ownership of Harbin SenRun to Hong Kong Jin Yuan. Later, during March
2007, Han, who owned the remaining 49% equity interest in Harbin SenRun,
executed the Jin Yuan Global Limited Trust, and transferred his ownership
interest in trust and he became Trustee of the Trust. Simultaneously, the
Trustee assigned to Hong Kong Jin Yuan the beneficial ownership interest
in  the Trust’s 49% ownership interest in Harbin SenRun. As a result
of these transactions, Hong Kong Jin Yuan became the beneficial owner of a 100%
interest in Harbin SenRun.





During
May 2007, Everwin acquired 100% of the equity interest in Hong Kong Jin Yuan in
exchange for shares of capital stock to be issued in the future by Everwin to
the shareholders of Hong Kong Jin Yuan. As a result of these transactions,
Everwin owns 100% of the equity interest in Hong Kong Jin Yuan, which, as
mentioned above, owns 100% of the equity interest in Harbin SenRun. Mr. Man Ha,
Chief Financial Officer of China World Trade Corporation, is the sole director,
secretary and sole shareholder of Everwin.





Pursuant
to the Share Exchange, 100% of the equity interest in Hong Kong Jin Yuan was
contributed to the Registrant, together with $610,000 in cash, plus $25,000 in
proceeds of a cash deposit that was retained by the Registrant, which made Hong
Kong Jin Yuan a wholly owned subsidiary of the Registrant, and Harbin SenRun a
wholly owned indirect subsidiary of the Registrant.





Organizational
Charts





Set forth
below is an organization chart of the entities that existed prior to the Share
Exchange and contribution of 100% of the share capital of Hong Kong Jin Yuan by
Everwin to Patriot, and an organizational chart showing the entities that
existed after the Share Exchange and contribution of 100% of the share capital
of Hong Kong Jin Yuan by Everwin to Patriot.




Before Share
Exchange





After Share
Exchange


- 4
-


Share Exchange





The Share Exchange. On June
26, 2007, the Registrant entered into the Exchange Agreement with Harbin SenRun,
Shepherd, and the SenRun Shareholders. Upon closing of the Share Exchange on
June 26, 2007, Everwin delivered 100% of the share capital in Hong Kong Jin Yuan
to the Registrant together with $610,000 in cash, plus $25,000 in proceeds of a
cash deposit that was retained by the Registrant, in exchange for 10,000,000
shares of Series A Convertible Preferred Stock of the Registrant which are
convertible into 47,530,000 shares of common stock of the Registrant, resulting
in Hong Kong Jin Yuan becoming a wholly-owned subsidiary of the Registrant, and
Harbin SenRun becoming an indirect wholly-owned subsidiary of the Registrant.
Each share of Series A Convertible Preferred Stock is entitled to 4.753 votes
and is convertible into 4.753 shares of common stock of the
Registrant.





As a
result, 47,000,000 shares of the Registrant’s common stock were outstanding
immediately prior to the closing of the Share Exchange, and, after giving effect
to the cancellation and exchange of shares, and the conversion of the Series A
Convertible Preferred Stock to common stock, 50,000,000 shares of the
Registrant’s common stock will be outstanding after the closing of the Share
Exchange. Of these shares, 1,862,500 shares of common stock represent the
Registrant’s “float” prior to and after the Share Exchange. The 10,000,000
shares of Series A Common Stock and the 47,530,000 shares of common stock into
which they are convertible were issued in reliance upon an exemption from
registration pursuant to Regulation S under the Securities Act of 1933, as
amended (the “Securities Act”). The 1,862,500 shares of common stock in the
Registrant’s float will continue to represent the shares of the Registrant’s
common stock held for resale without further registration by the holders
thereof.





Neither
the Registrant nor Everwin had any options or warrants to purchase shares of
capital stock outstanding immediately prior to or following the Share
Exchange.





Prior to
the announcement by the Registrant relating to the entry into the Share
Exchange, there were no material relationships between the Registrant, Everwin,
Hong Kong Jin Yuan or Harbin SenRun, or any of their respective affiliates,
directors or officers, or any associates of their respective officers or
directors.





Changes Resulting from the Share
Exchange. At this time, the Company intends to carry on Harbin SenRun’s
business as its sole line of business. The Registrant has relocated its
executive offices to Room 517, No. 18 Building, Nangangjizhoing District,
Hi-Tech Development Zone, Harbin, Heilongjiang, People’s Republic of China, and
its telephone number is 86-0451-87011257.




Changes to the Officers and Board of
Directors: At closing, the former officers of the Registrant resigned
from such positions and the persons designated by Everwin were appointed to the
following offices by Everwin, Chunman Zhang as CEO, CFO and Treasurer, and
Degong Han as President and Secretary, have been designated as officers of the
Registrant.  In addition, at closing Todd Gee resigned as a director
of the Registrant and Man Ha was appointed to fill the vacancy created by such
resignation. Further, at closing Bradley Shepherd resigned from his position as
a director effective upon the expiration of the ten day notice period required
by Rule 14f-1 promulgated under the Securities Exchange Act of 1934, as amended,
at which time the board will be increased and Kunlun Wang and Degong Han will be
appointed directors.  As mentioned above, on October 8, 2007, the
Company announced the dismissal of Chunman Zhang from all of his offices, and
the appointment of Yuan Tian to the position of Chief Executive Officer and Man
Ha to the position of Chief Financial Officer and Treasurer.




Description of the
Company





Overview





The
Registrant was originally incorporated in Nevada on January 13, 1986. Since
inception, it has not had active business operations and was considered a
development stage company. In 1993, the Registrant entered into an agreement
with Bradley S. Shepherd in which Mr. Shepherd agreed to become an officer and
director and use his best efforts to organize and update the Company’s books and
records and to seek business opportunities for acquisition or participation. The
acquisition of the share capital of Hong Kong Jin Yuan was such an
opportunity.





As a
result of the Share Exchange, Hong Kong Jin Yuan became a wholly-owned
subsidiary of the Registrant, Harbin SenRun became an indirect wholly-owned
subsidiary of the Registrant, and the Registrant succeeded to the business of
Harbin SenRun Forestry Development Co., Ltd., a producer of forest products with
approximately 1,561 hectares of State forest assets located mainly over the
Small Xing An Mountains, Jin Yin County, and the Harbin Wu Chang District of
Heilongjiang Province of Northern China.





Harbin
SenRun was founded in 2004.  It currently has a workforce of 8 full
time employees, mainly in sales, administration and in supporting services. It
recruits temporary part-time workers to carry out felling, cutting and forestry
plantation and protection.





Harbin
SenRun engages in the business of conserving and managing forests and forest
lands to provide a sustained supply of forest products, forest conditions, and
other forest values desired by its position as a forest user. Its primary
operations are felling trees and selling the logs.





Harbin
SenRun plans to expand into paper and pulp manufacturing over the next ten
years. The company also plans to develop a service industry in its forests,
providing hunting, fishing, boating, riding, mountaineering, exploration,
photography and the like. Finally, subject to its receipt of additional capital,
Harbin SenRun plans to invest $3.0 million in forest acquisition for the year
2008, and $4.0 million in forest resource management and for a forest
acquisition program for the year 2009, with an additional $1.0 million to be
invested for capital construction, nursery construction, equipment and other
overhead. Harbin SenRun will require substantial additional debt or equity
capital in order to make such investments and fund such activities and, as of
the date hereof, Harbin SenRun has not entered into any agreement or arrangement
for the provision of such funding and no assurances can be given that it will be
successful in obtaining such funding.





Philosophy
& Values





Since its
inception, Harbin SenRun’s founders and management team have been committed to
the philosophy of “the forest
as an independent ecosystem,”and believe this focus will continue to
help Harbin SenRun grow and develop as a strong and lasting
enterprise.





Holding
true to its values, Harbin SenRun treats the forest as a renewable resource, a
sustainable resource, a storable resource, and a beneficial resource, yielding
economic benefits, ecosystem benefits and social benefits. Management notes that
the China forest products market grew by 13.68% in 2008 to reach a value of RMB
1,330 billion.





Description of Our
Business





All
references to the “Company,” “we,” “our” and “us” for periods prior to the
closing of the Share Exchange refer to Harbin SenRun, and references to the
“Company,” “we,” “our” and “us” for periods subsequent to the closing of the
Share Exchange and Stock Purchase refer to the Registrant and its
subsidiaries.





- 5
-




Company
Overview





Forestry


Our
forestry business manages 1,561 hectares of private commercial forestland in
Heilongjiang Province, the People’s Republic of China. We have the right to use
all of those hectares pursuant to a usage lease for a term of years from the
provincial government. Our forest lands are as follows:





1.
            Ping
      Yang He Forestry Center – The forest land locates near Small Xing An
      Mountains, Jin Yin County, Heilongjiang Province, with a total of 191
      hectares. We have the woodland use right up to February 9,
      2074.





2.
            Jin
      Lien Forestry Center – The forest land locates near Harbin Wu Chang
      District of Heilongjiang Province, with a total of 571 hectares. We have
      the woodland use right up to September 8,
2056.





3.
            Wei
      Xing Forestry Center – The forest land locates near Harbin Wu Chang
      District of Heilongjiang Province, with a total of 555 hectares. We have
      the woodland use right up to August 30,
2056.





4.
            Mao
      Lin Forestry Center – The forest land locates near Harbin Wu Change
      District of Heilongjiang Province, with a total of 244 hectares. We have
      the woodland use right up to December 1,
  2056





What
we do


We grow
and harvest trees, felling them and selling the logs to commercial customers.
After harvest, we typically plant seedlings to reforest the harvested areas
using the most effective regeneration method for the site and species. We
monitor and care for the new trees as they grow to maturity. We seek to sustain
and maximize the timber supply from our forestlands, while keeping the health of
our environment a key priority.





The goal
of our business is to maximize return by selling logs and stumpage to commercial
customers.  We focus on solid softwood and seek to improve forest
productivity and returns, while managing the forests on a sustainable basis to
meet both customer and public expectations.





How
much we sell


There are
no sales to customers in 2007 or 2008.





Where
we are headed


Our
strategies for achieving continued success include:





Ÿ
            managing
      forests on a sustainable basis to meet customer and public
      expectationsŸ
            reducing
      the time it takes to realize returns by practicing intensive forest
      management and focusing on the most advantageous
marketsŸ
            building
      long term relationships with our customers who rely on a consistent supply
      of high quality raw materialŸ
            continuously
      reviewing our portfolio to create the greatest value for the
      companyŸ
            we
      have plans to build a pulp and paper plant over the next ten
      years





The
Future - Cellulose fiber (Pulp) and white papers


We are
not currently active in the cellulose fiber (pulp) and white paper product
business. However, we do have a ten year plan to compete in a wide range of fine
paper products, which are sold to customers through a variety of networks and
distribution chains.





Our
Business Plan


Ÿ
            We
      plan to raise adequate capital over the next ten years and build a pulp
      and paper plantŸ
            We
      plan to acquire sufficient forestry assets to serve as the raw material to
      our plantŸ
            We
      will provide cellulose fibers (pulp) for targeted specialty markets,
      working closely with our customers to develop unique or specialized
      applications for cellulose fibers.Ÿ
            We
      will produce uncoated freeset and coated ground wood papers used in
      various printing and publishing applications.Ÿ
            We
      will manufacture liquid packaging board used primarily for the production
      of containers.





Where
we will do it


We plan
to build a pulp and paper mill in a strategic location on our existing timber
facilities.





Source
of revenues


The
projected revenues of our Cellulose Fiber and White Papers business will come
from sales to customers who use the products for further manufacturing or
distribution, or for direct use.





Factors
that affect sales volumes for Cellulose Fiber products


Ÿ
            World
      gross domestic product growth andŸ
            Paper
      production and diaper demand





Factors
that affect the prices for Cellulose Fiber products


Ÿ
            World
      economic environmentŸ
            Industry
      operating rate, which is based on the supply and demandŸ
            Relative
      strength of the Chinese RMB




- 6
-




Factors
that affect sales volume for fine paper products include


Ÿ
            Chinese
      economic environmentŸ
            Displacement
      of paper needs due to electronic applications andŸ
            Competition
      from other paper grades





Factors
that may affect the prices of our fine paper products include


Ÿ
            Industry
      operating rate, which is based on the balance of supply and
      demandŸ
            Chinese
      and world economic environments





Our
strategies for achieving success in cellulose fiber products and fine paper
products


Ÿ
            Focusing
      our cellulose fiber business on value-added pulp
  productsŸ
            Focusing
      research and development resources on new ways to expand and improve the
      range of applications for cellulose fiber, including chemically modified
      fibers to enhance performance; and on new product opportunities for liquid
      packaging and newsprintŸ
            Improving
      cost competitivenessŸ
            Focusing
      capital investment on new and improved product capabilities and cost
      reduction opportunities.





Service
Industry





We do not
currently provide a service industry in our forests, but our business plan
includes laying out the forest to provide for activities like sightseeing,
hunting, fishing, boating, riding, mountaineering, exploration, photography and
the like. We would make these economic activities for the company.




Sales
by Product Category





The
Company sells logs, which is its sole product category at present; the log sales
were $0 for the fiscal year ended December 31, 2008.





The
Market for Logs





The
World Log Market





Many
countries in the world are starting programs to protect their domestic forest
industries, reduce illegal logging, protect deforestation, all of which reduces
supply. The reduction of supply has lead to increasing log prices in the world
market, and this trend has continued over the last several years.





The
Log Market in China





According
to the International Tropical Timber Organization (“ITTO”), which was
established in 1986 under the auspices of the United Nations, the total log
production in China was 106,754,000 m3 in 2007, up by 94,665,000 or 12.77% from
2006. Some ITTO consumer countries continued to produce significant quantities
of tropical timber products in 2007. China remained the only significant
tropical log producer among ITTO consumer countries (1.4 million m3), followed
by Australia (41,000 m3), these products being sourced from the tropical regions
of both countries.





The
products of our primary forestry industry consist of logs, sawn wood, veneer and
plywood. The selling prices for China’s major forestry products rose generally
in 2008.





The
Log Market in Heilongjiang Province, China





According
to the China Statistics Yearbook issued by the National Bureau of Statistics of
China, the gross output value of the forestry industry rose from RMB0.85
trillion in 2005 to RMB 1.33 trillion in 2008.





The
forestry industry products are mainly composed of the felling and transport of
timber and bamboo and the collection of forest products.





It
appears that the continuous demand for high quality wood products is increasing
the demand for logs in China. Further, we believe the rising standard of living
in China will provide a higher demand for quality wood products for local
consumption.





Competition





Log
Sales





There are
no strong competitors to the Company in the Heilongjiang Province. The Company
believes that any logging operation that might compete with Harbin SenRun
produces products that are lesser in quality than the Company’s products.
Moreover, most of these competitors produce products that are considered lower
grade than the Company’s products. The Company’s logs include alley woods (20%),
the highly demanded charcoal wood material used for construction materials
(35%), and thick woods (45%).





- 7
-




Cellulose
Fibers (Pulp) and Paper





Although
the Company does not sell cellulose fibers or paper at this point in time, the
Company has identified competitors.





The first
one is Da Xing An Ling Sen Gong (Lin Ye) Ji Tuan Company Ltd., a company which
is directly owned by the State Forestry Administration. This company
manufactures and produces all forest products and some natural products, and is
the manufacturing arm of the Central government. It has sales and distribution
networks set up all over China. Its products cover the high-end as well as the
low-end in terms of use and value. Logs, pulp and paper are primary offerings of
the company.





A second
competitor is Heilongjiang Yichun County Guang Ming Furniture Manufacturing
Group. The group was organized in 1986 and now employs over 4,000 workers with
17 manufacturing facilities around Heilongjiang Province. Some of their wood
products are exported to the overseas market.





A third
competitor is BeiDaHuang ZhiYe. This company used to be a state owned enterprise
which was set up in 1958, but in 2003 it was reorganized as a private company
and its subsidiary was listed on the PRC stock market. Their pulp and paper
manufacturing section has over 1,200 workers and annual output of over 14,000
tons of pulp and over 18,000 tons of paper.





A well
known problem for a state owned or quasi-state owned enterprise in China is its
inflexibility to react to market driven trends in production, manufacturing,
timing of output, pricing and sales support. It is customary for employees of
these companies not to embrace the risks associated with market driven changes
and the globalization of the world market. In short, we believe they are not
competitive with many smaller, more agile privately held companies.





Competitive
Advantages and Strategy





Log
sales





The
Company believes that its product formulations, price points, lower costs,
relationships, infrastructure, proven quality control standards, and reputation
represent substantial competitive advantages. The Company is currently able to
maintain a substantially lower cost structure than competitors based in the
Heilongjiang Province. Furthermore, the Company believes its competitive
advantage in China is protected by significant knowledge of government
regulations, business practices, and strong relationships.





In
comparison to Chinese competitors, the Company believes it possesses superior
technological expertise, products, marketing knowledge, and global
relationships.





Cellulose
Fiber (Pulp) and White Papers





The
Company is not currently competing in this market segment although it plans to
build a pulp and paper mill over the next ten years.





Growth
Strategy





The
Company’s vision is to be and integrated forestry operation. Management intends
to grow the Company’s business by pursuing the following
strategies:





Ÿ
            Grow
      capacity and capabilities in line with market demand
    increasesŸ
            Enhance
      leading-edge technology through continuous innovation, research and
      studyŸ
            Continue
      to improve operational efficiencies and use of nearly all resource
      by-productsŸ
            Further
      expand into higher value-added segments of the forestry
      industryŸ
            Build
      a strong market reputation to foster and capture future growth in
      China




Existing
Facilities in Heilongjiang Province





The
Company uses tractors for collection of its logs, and trucks for delivery to
customers. In the past, the Company rented trucks from the Forestry Bureau. In
the future, the Company plans to purchase two tractors and three trucks. In
addition, it plans to acquire ten more felling saws and other small sized
equipment.





The
Company anticipates that building of its planned paper plant over the next ten
years will be completed with minimal disruption to current infrastructure and
production schedules, subject to its receipt of the substantial additional
capital required to construct the plant.





Sales
and Marketing





Log
sales





To date,
the Company has developed relationships with current and future potential
customers primarily through its small but effective sales force. The Company
will continue to build on its success by expanding its sales force in China as
may be appropriate. The Company’s sales strategy is designed to capitalize on
its reputation, current industry trends and new market segments that have shown
the most promise.





Intellectual
Property





None.





- 8
-




Customers





Log
sales





For the
twelve month period from January 1, 2008 through December 31, 2008, the Company
achieved revenues of $0, so the Company did not have any customers in
2008.





Regulation





According
to “The State of the World’s Forests 2009” issued by the Food and Agriculture
Organization of the United Nations, forest land in Asia and Pacific area
occupies 18.6% of the world total forest land. The area has 136 million hectares
of manmade forest, occupying half of the global manmade forest. One third of
manmade forest in Asia and Pacific area locate in China and India for
environmental protection.





The
Company is subject to environmental regulation by both the PRC central
government and by local government agencies. Since its inception, the Company
has been in compliance with applicable regulations in all material
respects.





The main
statutes which govern matters related to forestry in China are set forth
below:





1.
            The
      Forest Law of the People’s Republic of China (the “Forest Law”) is the
      most important piece of legislation that regulates the forestry
      administrative management agencies at different levels and forest owners,
      managers and utilizers’ legal rights and responsibilities on ownership,
      management, protection, tree planting and forest
  felling.





2.
            The
      Provisional Regulations on Forest Management provide for the major tasks
      of responsible forestry agencies and local forest land management and
      supervision agencies are implementing and executing relevant national and
      local laws, regulations and policies concerning forest land
      management.





3.
            The
      Regulations on the Protection of Terrestrial Wildlife was enacted to
      provide better provisions for the protection of wild
  life.





Employees





Harbin
SenRun has eight full time employees, mainly in sales, administration and
supporting services. It recruits temporary part-time workers to carry out
felling, cutting and forestry plantation and protection. Harbin SenRun believes
it is in compliance with local prevailing wage, contractor licensing and
insurance regulations, and has good relations with its employees.





Item
2.                 Properties





Harbin
SenRun’s headquarters are currently located on leased office space at Room 517,
No. 18 Building, Nangangjizhoing District, Hi-Tech Development Zone, Harbin,
Heilongjiang Province, People’s Republic of China.





In China,
the ownership of land belongs to the PRC government, and private entities and
individuals can acquire land use rights for a certain period of time. The land
use right can be transferred according to the relevant law. According to the
Forest Law, the woodland use right is transferable.





Harbin
SenRun has the following 4 major Forestry Centers:





1.  
Ping Yang He Forestry
Center


The
forest land locates near Small Xing An Mountains, Jia Yin Country, Heilongjiang
Province.  The site area of the forest was approximately 191 hectares
as recorded under the Forest Right Certificate.





We hold
the forest land use right, woodland ownership right and woodland use right for a
period of up to February 9, 2074 (approximately 66 years left).





There is
a timber stand forest in which the trees are mainly for timber production. The
major tree species are for timber product usage.





2.  
Jin Lien Forestry
Center


The
forest land locates near Harbin Wu Chang District of Heilongjiang Province. The
site are of the forest was approximately 571 hectares as recorded in the Forest
right Certificate.





We hold
the forest land use right, woodland ownership right and woodland use right for a
period of up to September 8, 2056 (approximately 48 years left).





This is a
timber stand forest in which the trees are mainly for timber production. The
major tree species were for timber product usage.





3.  
Wei Xing Forestry
Center


The
forest land locates near Harbin Wu Chang District of Heilongjiang Province. The
site area of the forest was approximately 55 hectares as recorded under the
Forest Right Certificate.





We hold
the forest land use right, woodland ownership right and woodland use right for a
period up to August 30, 2056 (approximately 48 years left).





This is a
timber stand forest in which the trees are mainly for timber production. The
major free species were Aspens, for timber product usage.





- 9
-




4.  
Mao Lin Forestry
Center


The
forest land locates near Harbin Wu Chan District of Heilongjiang Province. The
site area of the forest was approximately 244 hectares as recorded under the
Forest Right Certificate.





We hold
the forest land use right, woodland ownership right and woodland use right for a
period up to December 1, 2056 (approximately 48 years left).





This is a
timber stand forest with the trees are used mainly for timber
production.  The major tree species are for timber product
usage.





Item
3.                 Legal
Proceedings





We know
of no material, active or pending legal proceedings against us, our subsidiaries
or our property, nor are we involved as a plaintiff in any material proceedings
or pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholders are an
adverse party or have a material interest adverse to us.





Item
4.                 Submission
of Matters to a Vote of Security Holders





None.





PART II





Item 5.
            Market
      for Company’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities





Market
Information





Our
common stock is currently quoted on a limited basis on the Over-the-Counter
Bulletin Board (“OTCBB”) under the symbol “CHFY”. The quotation of our common
stock on the OTCBB does not assure that a meaningful, consistent and liquid
trading market currently exists.  We cannot predict whether a more
active market for our common stock will develop in the future.  In the
absence of an active trading market:





(1)
Investors may have difficulty buying and selling or obtaining market
quotations;


(2)
Market visibility for our common stock may be limited; and


(3) A
lack of visibility of our common stock may have a depressive effect on the
market price for our common stock.





The
following table sets forth the range of high and low prices of our common stock
as quoted on the OTCBB during the periods indicated. The prices reported
represent prices between dealers, do not include markups, markdowns or
commissions and do not necessarily represent actual transactions.








High
                      
                      
                      Low2008
                      First
      Quarter
                      
                      $
                      1.01
                      
                      
                      $
                      0.11Second
      Quarter
                      
                      $
                      0.62
                      
                      
                      $
                      0.12Third
      Quarter
                      
                      $
                      N/A
                      
                      
                      $
                      N/AFourth
      Quarter
                      
                      $
                      0.95
                      
                      
                      $
                      0.032007
                      First
      Quarter
                      
                      $
                      0.22
                      
                      
                      $
                      0.07Second
      Quarter
                      
                      $
                      0.22
                      
                      
                      $
                      0.20Third
      Quarter
                      
                      $
                      0.30
                      
                      
                      $
                      0.06Fourth
      Quarter
                      
                      $
                      0.30
                      
                      
                      $
                      0.06





The
transfer agent for our common stock is Interwest Transfer Co., Inc., 1981 East
4800 South, Ste 100, Salt Lake City, UT  84111, Attn Melinda Orth;
Tel: (801) 272-9294.





From
January 1 to March 26, 2009, the highest and lowest prices of our common shares
on the OTC Bulletin Board were $0.07 per share and $0.01 per share. On March 26,
2009, the closing price of our common stock on the OTC Bulletin Board on the
last day it traded before the filing of this Annual Report was $0.016 per
share.





Holders





As of
December 31, 2008, there were 160 holders of record of 56,000,000 outstanding
shares of common stock of the Company.





Dividends





Holders
of our common stock are entitled to dividends if declared by the Board of
Directors out of funds legally available therefore. As of December 31, 2008 no
cash dividends have been declared.





Any
future determination to pay dividends will be at the discretion of our board of
directors and will depend on our results of operation, financial condition,
contractual and legal restrictions and other factors the board of directors deem
relevant.





- 10
-




Equity
Compensation Plans





As of
December 31, 2008, we did not have any equity compensation plans.





Recent Sales of Unregistered
Securities





We have
not made any previously unreported sales of unregistered securities from January
1, 2008 to December 31, 2008.





Recent Purchases of Equity
Securities by us and our Affiliated Purchasers





We have
not repurchased any of our common stock and have no publicly announced
repurchase plans or programs as of December 31, 2008.





Item
6.                 Selected
Financial Data





Not
applicable.





Item
      7.
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations





Forward-Looking
Statements





This
report contains forward-looking statements that involve risks and uncertainties.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology
including, "could" "may", "will", "should", "expect", "plan", "anticipate",
"believe", "estimate", "predict", "potential" and the negative of these terms or
other comparable terminology. These statements are only predictions. Actual
events or results may differ materially.





While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested in this Annual Report.





Results of
Operations





Fiscal Year Ended December 31, 2008 Compared to the
Fiscal Year Ended December 31, 2007.





Year
      Ended December 31,2008
                                
                                
                                2007Net
      Sales Revenue:
                                
                                $
                                0
                                
                                
                                $
                                0General
      and Administrative Expenses:
                                
                                $
                                1,162,532
                                
                                
                                $
                                103,155Income
      (Loss) Before Taxes:
                                
                                $
                                (1,162,532
                                )
                                
                                $
                                (103,155
                                )Net
      Income (Loss):
                                
                                $
                                (1,162,532
                                )
                                
                                $
                                (103,155
                                )





Operating
Revenue





There was
no revenue in 2008 or 2007 as a result of failing to acquire the wood-cutting
quota from the local government department of Tieli Bureau of Forestry and there
was no production in 2008 and 2007. The Company is currently in the process of
getting the wood-cutting quota from the government.





Loss
before taxes increased by $1,059,377 for the twelve-month period ended December
31, 2008, compared to the same corresponding period in year 2007. The increase
was predominantly caused by failing to acquire log-cutting quota from the local
Bureau of Forestry. The local Tieli Bureau of Forestry was undertaking an
organization reform and didn’t issue any wood-cutting quota to local timberlands
in 2008. The increase in loss is also due to China Forestry having issued
6,000,000 common shares for services to outside consultants and recorded
$1,090,500 in expenses based on the fair value of the common stock at the time
the service agreement was signed during 2008.





Since the
Company did not get any sales revenue from selling logs in 2008, the percentage
of total operating revenues to consolidated gross profit margins cannot be
measured in 2008.


Selling, General and
Administrative Expenses





Selling,
general and administrative expenses increased by approximately $1,059,377
to $1,162,532 for the year ended December 31, 2008 from $103,155 for
the same corresponding period in 2007. The increase was mainly due to the
stock based compensations paid to consultants in 2008.





Net Loss





Net loss
was approximately $1,162,532 for the year ended December 31, 2008, as compared
to a net loss of $103,155for the same corresponding period in year 2007. The
decrease in net loss was the result of failing to sell log products without the
wood-cutting quota from local Bureau of Forestry.





- 11
-




Liquidity and Capital
Resources





The
Company’s ability to continue as a going concern is ultimately contingent upon
its ability to attain profitable operations through the successful development
of its business plan. As shown in the accompanying consolidated financial
statements, the Company has incurred an accumulated deficit of $1,271,176 as of
December 31, 2008 through its limited operations. It has working capital
deficits and negative operating cash flows. These conditions raise substantial
doubt as to the Company's ability to continue as a going concern. The Company is
actively pursuing additional funding and a potential merger or acquisition
candidate and strategic partners, which would enhance owners’
investment.





As of
December 31, 2008, cash and cash equivalents totaled $2,652. This cash position
was the result of a combination of cash at beginning of period in the amount of
$2,660 and net cash provided by financing activities in the amount of
$49,266, offset by net cash used in operating activities in the amount of
$48,883.





We
believe that said level of financial resources is a significant factor for our
future development and accordingly may choose at any time to raise capital
through private debt or equity financing to strengthen our financial position,
facilitate growth and provide us with additional flexibility to take advantage
of business opportunities.





Off-Balance Sheet
Arrangements





China
Forestry has not entered into any financial guarantees or other commitments to
guarantee the payment obligations of any third parties. China forestry has not
entered into any derivative contracts that are indexed to China Forestry’s
shares and classified as equity or that are not reflected in China Forestry’s
financial statements. Furthermore, the company does not have any retained or
contingent interest in assets transferred to an unconsolidated entity that
serves as credit, liquidity or market risk support to such entity. China
Forestry does not have any variable interest in any unconsolidated entity that
provides financing, liquidity, market risk or credit support to the Company or
engages in leasing, hedging or research and development services with the
Company.





Inflation





China
Forestry believes that inflation has not had a material effect on its operations
to date.





Critical Accounting
Policies





The
discussion and analysis of China Forestry’s financial condition presented in
this section are based upon the audited financial statements of the company,
which have been prepared in accordance with the generally accepted accounting
principles in the United States. During the preparation of the financial
statements, the company was required to make estimates and judgments that affect
the reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an ongoing basis, the
company evaluates its estimates and judgments, including those related to
investments, fixed assets, income taxes and other contingencies. The company
bases its estimates on historical experience and on various other assumptions
that it believes are reasonable under current conditions. Actual results may
differ from these estimates under different assumptions or
conditions.





In
response to the SEC’s Release No. 33-8040, “Cautionary Advice Regarding
Disclosure About Critical Accounting Policy,” China Forestry identified the most
critical accounting principles upon which its financial status depends. The
company determined that those critical accounting principles are related to the
use of estimates, revenue recognition, and income tax and impairment of
long-lived assets. The company presents these accounting policies in the
relevant sections in this management’s discussion and analysis, including the
Recently Issued Accounting Pronouncements discussed below.





Timberlands. We carried
timberland at historical cost less accumulated amortization. Since private
ownership of timberland is not allowed in the People’s Republic of China, the
Company acquired the user right of timberland from the government. We
capitalized the acquisition costs of the user right and allocated that cost to
the timberland.  The user right is good for from 50 to 70 years and
with the user right, the timber on the timberland is under the Company’s
ownership. Amortization of the use right on timberland is primarily determined
using the straight-line method over the life of usage right.





We
capitalized reforestation costs incurred in developing viable seedling
plantations (up to two years from planting), such as site preparation,
seedlings, planting, fertilization, insect and wildlife control, thinning and
herbicide application. We expensed all other costs, such as property taxes and
costs of forest management personnel, as incurred. Once the seedling plantation
was viable, we expensed all costs to maintain the viable plantations, such as
fertilization, herbicide application, insect and wildlife control, and thinning,
as incurred. We capitalized costs incurred to initially build roads as land
improvements, and we expensed as incurred costs to maintain these
roads.





Income Taxes. China Forestry
has adopted Statement of Financial Accounting Standards No. 109, “Accounting for
Income Taxes” (SFAS 109). SFAS 109 requires the recognition of deferred income
tax liabilities and assets for the expected future tax consequences of temporary
differences between income tax basis and financial reporting basis of assets and
liabilities. Provision for income taxes consist of taxes currently due plus
deferred taxes. Since China forestry had no operations within the United States
there is no provision for US income taxes and there are no deferred tax amounts
as of December 31, 2008. The charge for taxation is based on the results for the
year as adjusted for items, which are non-assessable or disallowed.  It is
calculated using tax rates that have been enacted or substantively enacted by
the balance sheet date.





Deferred
tax is accounted for using the balance sheet liability method in respect of
temporary differences arising from differences between the carrying amount of
assets and liabilities in the financial statements and the corresponding tax
basis used in the computation of assessable tax profit. In principle, deferred
tax liabilities are recognized for all taxable temporary differences, and
deferred tax assets are recognized to the extent that it is probable that
taxable profit will be available against which deductible temporary differences
can be utilized. Deferred tax is calculated at the tax rates that are expected
to apply to the period when the asset is realized or the liability is settled.
Deferred tax is charged or credited in the income statement, except when it
related to items credited or charged directly to equity, in which case the
deferred tax is also dealt with in equity. Deferred tax assets and liabilities
are offset when they related to income taxes levied by the same taxation
authority and the Company intends to settle current tax assets and liabilities
on a net basis.





- 12
-


Item
7A.                      Quantitative
and Qualitative Disclosures about Market Risk





Credit
Risk





Financial
instruments that subject the Company to concentrations of credit risk consist
primarily of cash and cash equivalents. The Company maintains its cash and cash
equivalents with high-quality institutions. Deposits held with banks may exceed
the amount of insurance provided on such deposits. Generally these deposits may
be redeemed upon demand and therefore bear minimal risk.





Foreign
Exchange Risk





The value
of the Renminbi against the U.S. dollar and other currencies is affected by,
among other things, changes in China’s political and economic conditions. Since
July 2005, the Renminbi has no longer been pegged to the U.S. Dollar. Although
the People’s Bank of China regularly intervenes in the foreign exchange market
to prevent significant short-term fluctuations in the exchange rate, the
Renminbi may appreciate or depreciate significantly in value against the U.S.
dollar in the medium to long term. Moreover, it is possible that in the future,
PRC authorities may lift restrictions on fluctuations in the Renminbi exchange
rate and lessen intervention in the foreign exchange market.





Because
all of our earnings and cash assets are denominated in Renminbi, but our
reporting currency is the U.S. dollar, fluctuations in the exchange rate between
the U.S. dollar and the Renminbi will affect our balance sheet and our earnings
per share in U.S. dollars. In addition, appreciation or depreciation in the
value of the Renminbi relative to the U.S. dollar would affect our financial
results reported in U.S. dollar terms without giving effect to any underlying
change in our business or results of operations. Fluctuations in the exchange
rate will also affect the relative value of any dividend we issue in the future
that will be exchanged into U.S. dollars and earnings from, and the value of,
any U.S. dollar-denominated investments we make in the future.





Most of
the transactions of the Company are settled in Renminbi and U.S. dollars. In the
opinion of the directors, the Company is not exposed to significant foreign
currency risk.





Inflation





Inflationary
factors, such as increases in the cost of raw materials and overhead costs,
could impair our operating results. Although we do not believe that inflation
has had a material impact on our financial position or results of operations to
date, a high rate of inflation in the future may have an adverse effect on our
ability to maintain current levels of gross margin and selling, general and
administrative expenses as a percentage of sales revenue if the selling prices
of our products do not increase with these increased costs.





Company’s
Operations are All in China





All of
our operations are conducted in China and are subject to various political,
economic, and other risks and uncertainties inherent in conducting business in
China.





The Company has significant investments in the
PRC. The operating results of the Company may be adversely affected by changes
in the political and social conditions in the PRC and by changes in Chinese
government policies with respect to laws and regulations, anti-inflationary
measures, currency conversion and remittance abroad, and rates and methods of
taxation, among other things. There can be no assurance; however, those changes
in political and other conditions will not result in any adverse
impact.


- 13
-




Item
8.               
Financial Statements and Supplementary Data














CHINA
FORESTRY, INC. AND SUBSIDIARIES





TABLE
OF CONTENTS


TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEAR ENDED DECEMBER 31, 2008







Page(s)Report
      of Independent Registered Public Accounting Firm
                      
                      15Consolidated
      Balance Sheets as of December 31, 2008 and 2007
                      
                      16Consolidated
      Statements of Operations for the Years Ended December 31, 2008 and
      2007
                      
                      17Consolidated
      Statements of Cash Flows for the Years Ended December 31, 2008 and
      2007
                      
                      18Consolidated
      Statements of Changes in Stockholders’ Equity for the Years Ended December
      31, 2008 and 2007
                      
                      19Notes
      to the Consolidated Financial Statements
                      
                      20
      - 22







- 14
-







REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors


China
Forestry, Inc. and Subsidiaries


(formerly
Patriot Investment Corp)


Harbin,
Heilongjiang Province, People’s Republic of China





We have
audited the accompanying consolidated balance sheets of China Forestry, Inc. and
Subsidiaries, as of December 31, 2008 and 2007 and the related consolidated
statements of operations, changes in stockholders’ equity and cash flows for the
years then ended. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.





We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatements. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of the Company as
of December 31, 2008 and 2007 and the consolidated results of its operations and
its cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has suffered recurring losses
from operations, which raises substantial doubt about its ability to continue as
a going concern. Management's plans regarding those matters are described in
Note 2. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.











MALONE
& BAILEY, PC


www.malone-bailey.com


Houston,
Texas


March 30,
2009








- 15
-




CHINA
FORESTRY, INC. AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS


As
of December 31, 2008 and 2007







December
      31,
                            
                            
                            December
      31,2008
                            
                            
                            2007ASSETSCurrent
      AssetsCash
                            
                            $
                            2,652
                            
                            
                            $
                            2,660Prepaid
      expenses
                            
                            
                            2,006
                            
                            
                            
                            6,409Total
      Current Assets
                            
                            
                            4,658
                            
                            
                            
                            9,069Timberlands
      - net (Note3)
                            
                            
                            845,047
                            
                            
                            
                            810,701Total
      Assets
                            
                            $
                            849,705
                            
                            
                            $
                            819,770LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      LiabilitiesAccrued
      expenses
                            
                            $
                            5,463
                            
                            
                            $
                            4,171Due
      to shareholders
                            
                            
                            64,889
                            
                            
                            
                            15,623Total
      Current Liabilities
                            
                            
                            70,352
                            
                            
                            
                            19,794Shareholders'
      EquityPreferred stock, $0.001 par value; 10,000,000 shares
      authorized;
                                0 shares issued and outstanding
                            
                            
                            -
                            
                            
                            
                            -Common
      stock, $0.001 par value; 200,000,000shares authorized,
                              56,000,000 and 50,000,000 shares issued and outstanding
                            
                            
                            56,000
                            
                            
                            
                            50,000Additional Paid-in Capital
                            
                            
                            1,938,764
                            
                            
                            
                            854,264Accumulated Deficit
                            
                            
                            (1,271,176
                            )
                            
                            
                            (108,644
                            )Accumulated
      other comprehensive income
                            
                            
                            55,765
                            
                            
                            
                            4,356Shareholders'
      Equity
                            
                            
                            779,353
                            
                            
                            
                            799,976Total
      Liabilities and Shareholders' Equity
                            
                            $
                            849,705
                            
                            
                            $
                            819,770









See accompanying notes to the Consolidated Financial
Statements.




- 16
-




CHINA
FORESTRY, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME


For
the years ended December 31, 2008 and 2007











Year
      Ended December 31,2008
                    
                    
                    2007Revenues
                    
                    $
                    -
                    
                    
                    $
                    -ExpensesGeneral
      and administrative expenses
                    
                    
                    1,162,532
                    
                    
                    
                    103,155Net
      Loss
                    
                    $
                    (1,162,532
                    )
                    
                    $
                    (103,155
                    )Other
      comprehensive income-Foreign exchange gain
                    
                    
                    51,410
                    
                    
                    
                    4,355Comprehensive
      loss
                    
                    $
                    (1,111,122
                    )
                    
                    $
                    (98,800
                    )Net
      Loss per share - basic and diluted
                    
                    $
                    (0.02
                    )
                    
                    $
                    (0.00
                    )Weighted
      average shares outstanding - basic and diluted
                    
                    
                    52,219,178
                    
                    
                    
                    50,000,000

















See
accompanying notes to the Consolidated Financial Statements.


- 17
-




CHINA FORESTRY, INC. AND
SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


For
the years ended December 31, 2008 and 2007






Year
      Ended December 31,2008
                                                                                              
                                                                                              
                                                                                              2007Operating Activities:Net income (loss)
                                                                                              
                                                                                              $
                                                                                              (1,162,532
                                                                                              )
                                                                                              
                                                                                              $
                                                                                              (103,155
                                                                                              )Adjustments
      to reconcile income (loss) to net cash provided by (used in)
      operations:Amortization
                                                                                              
                                                                                              
                                                                                              17,454
                                                                                              
                                                                                              
                                                                                              
                                                                                              16,780Stock Based Compensation
                                                                                              
                                                                                              
                                                                                              1,090,500
                                                                                              
                                                                                              
                                                                                              
                                                                                              -Changes
      in operating assets and liabilities:(Increase)/decrease in prepaid expenses
                                                                                              
                                                                                              
                                                                                              4,403
                                                                                              
                                                                                              
                                                                                              
                                                                                              3,815Increase/(decrease) in accounts payable and accrued
    expenses
                                                                                              
                                                                                              
                                                                                              1,292
                                                                                              
                                                                                              
                                                                                              
                                                                                              (2,591
                                                                                              )Net
      cash provided by (used in) operating activities
                                                                                              
                                                                                              
                                                                                              (48,883
                                                                                              )
                                                                                              
                                                                                              
                                                                                              (85,151
                                                                                              )Financing ActivitiesProceeds from shareholder loans
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              13,137Capital contribution
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              (5,147
                                                                                              )Payment of cash dividends
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              648,291Advances from related parties
                                                                                              
                                                                                              
                                                                                              49,266
                                                                                              
                                                                                              
                                                                                              
                                                                                              (519,713
                                                                                              )Net
      cash provided by financing activities
                                                                                              
                                                                                              
                                                                                              49,266
                                                                                              
                                                                                              
                                                                                              
                                                                                              136,568Effect
      of exchange rate changes on cash
                                                                                              
                                                                                              
                                                                                              (391
                                                                                              )
                                                                                              
                                                                                              
                                                                                              (55,345
                                                                                              )Increase(decrease)  in
      cash
                                                                                              
                                                                                              
                                                                                              (8
                                                                                              )
                                                                                              
                                                                                              
                                                                                              (3,928
                                                                                              )Cash
      at beginning of period
                                                                                              
                                                                                              
                                                                                              2,660
                                                                                              
                                                                                              
                                                                                              
                                                                                              6,588Cash
      at end of period
                                                                                              
                                                                                              $
                                                                                              2,652
                                                                                              
                                                                                              
                                                                                              $
                                                                                              2,660Supplemental
      Cash Flow Information:Interest and taxes paid during the year
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              -










See
accompanying notes to the Consolidated Financial Statements.





- 18
-


CHINA
FORESTRY, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY


For
the years ended December 31, 2008 and 2007








Preferred
      Stock
                                        
                                        
                                        Common
      Stock
                                        
                                        
                                        Addition
                                        
                                        
                                        
                                        
                                        
                                        RetainedShares
                                        
                                        
                                        Par
      (0.001)
                                        
                                        
                                        Shares
                                        
                                        
                                        Par
      (0.001)
                                        
                                        
                                        Paid
      in Capital
                                        
                                        
                                        AOCI
                                        
                                        
                                        Earnings
                                        
                                        
                                        TotalBalances,
      December 31, 2006
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (427
                                        )
                                        
                                        
                                        5,817
                                        
                                        
                                        
                                        (5,489
                                        )
                                        
                                        
                                        (99
                                        )Preferred
      shares issued under merger
                                        
                                        
                                        10,000,000
                                        
                                        
                                        
                                        10,000
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        10,000Common
      shares issued under merger
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        2,470,000
                                        
                                        
                                        
                                        2,470
                                        
                                        
                                        
                                        633,004
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        635,474Conversion
      of preferred to common
                                        
                                        
                                        (10,000,000
                                        )
                                        
                                        
                                        (10,000
                                        )
                                        
                                        
                                        47,530,000
                                        
                                        
                                        
                                        47,530
                                        
                                        
                                        
                                        (47,530
                                        )
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        (10,000
                                        )Special
      distribution
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        (635,475
                                        )
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        (635,475
                                        )Contribution
      of shareholder debt to equity
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        846,382
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        846,382Cash
      Contributions
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        58,310
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        58,310Currency
      translation
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        (1,461
                                        )
                                        
                                        
                                        
                                        
                                        
                                        
                                        (1,461
                                        )Net
      income
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        (103,155
                                        )
                                        
                                        
                                        (103,155
                                        )Balances,
      December 31 , 2007
                                        
                                        
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        
                                        50,000,000
                                        
                                        
                                        $
                                        50,000
                                        
                                        
                                        $
                                        854,264
                                        
                                        
                                        $
                                        4,356
                                        
                                        
                                        $
                                        (108,644
                                        )
                                        
                                        $
                                        799,976Share
      Based compensation
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        6,000,000
                                        
                                        
                                        
                                        6,000
                                        
                                        
                                        
                                        1,084,500
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        1,090,500Currency
      translation
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        51,409
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        51,409Net
      income (Loss)
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        (1,162,532
                                        )
                                        
                                        
                                        (1,162,532
                                        )Balances,
      December 31 , 2008
                                        
                                        
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        
                                        56,000,000
                                        
                                        
                                        $
                                        56,000
                                        
                                        
                                        $
                                        1,938,764
                                        
                                        
                                        $
                                        55,765
                                        
                                        
                                        $
                                        (1,271,176
                                        )
                                        
                                        $
                                        779,353











See
accompanying notes to the Consolidated Financial Statements.





- 19
-


CHINA FORESTRY AND
SUBSIDIARIES


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007








NOTE
1 - ORGANIZATION AND BUSINESS BACKGROUND





Patriot
Investment Corp., (the “Company” or “Patriot”) was incorporated under the law of
the State of Nevada on January 13, 1986. The Company is principally engaged in
the growing and harvesting of timber and manufacture and marketing of lumber in
the People’s Republic of China (“PRC”) through its holding and subsidiaries,
Everwin Development Limited (“Everwin”) and Jin Yuan Global Limited (“Jin
Yuan”).





Everwin
was incorporated on April 25, 2007 in British Virgin Islands (“BVI”) under the
BVI Business Companies Act, 2004. Jin Yuan was incorporated as a Hong Kong
limited liability company on November 22, 2006. On May 25, 2007, Jin Yuan
transferred its sole share to Everwin. Both Everwin and Jin Yuan were formed to
facilitate a merger between a US company and a PRC business entity.





Harbin
Senrun Forestry Development Limited (“Senrun”) was incorporated as a company
with a limited liability in People’s Republic of China on August 2, 2004. Senrun
is located in Harbin, Heilongjiang and principally engaged in the growing and
harvesting of timber and the manufacture and marketing of
lumber.  All Senrun’s business is currently in PRC.





On
January 10, 2007, Jin Yuan acquired 51% of the equity ownership in
Senrun.





On March
10, 2007, Mr. Han Degong (the “Trustee”), citizen of the PRC, who owns a
49% equity ownership interest in Senrun, executed Trust and Indemnity Agreements
with Jin Yuan Global Limited, pursuant which the Trustee assigned to Jin Yuan
Global Limited all of the beneficial interest in the Trustee’s equity ownership
in the Company. These arrangements have been undertaken solely to satisfy the
PRC regulations, which prohibits foreign companies from owning or
operating the forestry business in the PRC. Through the transaction
and agreement described in preceding paragraphs, Senrun is deemed a 100%
subsidiary of Jin Yuan.





On June
26, 2007, under the terms of the Share Exchange Agreement, Everwin exchanged all
share capital of Jin Yuan together with the sum of $635,000 for the Company’s
10,000,000 restricted shares of Series A Convertible Preferred Stock, $.001par
value. The Company’s 10,000,000 shares of Preferred Stock was converted
into 47,530,000 shares of the Company’s common stock.





As a
result of Share Exchange Agreement, the transaction was treated for accounting
purposes as a recapitalization and reverse merger by the accounting acquirer
(Senrun).





The
consolidated balance sheet consists of the net assets of the accounting
acquirer at historical cost; and the consolidated statements of operations
include the operations of the accounting acquirer for the years
presented.





Principles
of Consolidation





The
accompanying consolidated financial statements include the accounts of China
Forestry, Inc. and its wholly-owned subsidiaries, Everwin Development Limited
and Jin Yuan Global Limited. All significant inter-company accounts and balances
have been eliminated in consolidation.





Basis
of Presentation





These
accompanying consolidated financial statements have been prepared in accordance
with generally accepted accounting principles in the United States of America
and are presented in US dollars.





Use
of Estimates





In
preparing these consolidated financial statements, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities in
the balance sheet and revenues and expenses during the year reported. Actual
results may differ from these estimates.





Foreign
Currency Translation





The
functional currency of the Company is the Renminbi (“RMB”). The accompanying
financial statements have been expressed in United States dollars, the reporting
currency of the Company. In accordance with Statement of Financial Accounting
Standards No. 52, "Foreign Currency Translation", foreign denominated monetary
assets and liabilities are translated to their United States dollar equivalents
using foreign exchange rates as of the balance sheet date. The statements of
operations are translated using a weighted average rate for the period.
Translation adjustments are reflected as accumulated comprehensive income in
shareholders’ equity.





Concentrations
of credit risk





Financial
instruments that subject the Company to concentrations of credit risk consist
primarily of cash and cash equivalents. The Company maintains its cash and cash
equivalents with high-quality institutions. Deposits held with banks may exceed
the amount of insurance provided on such deposits. Generally these deposits may
be redeemed upon demand and therefore bear minimal risk.





Country
risk





The
Company has significant investments in the PRC. The operating results of the
Company may be adversely affected by changes in the political and social
conditions in the PRC and by changes in Chinese government policies with respect
to laws and regulations, anti-inflationary measures, currency conversion and
remittance abroad, and rates and methods of taxation, among other things. There
can be no assurance; however, those changes in political and other conditions
will not result in any adverse impact.




- 20
-




CHINA FORESTRY AND
SUBSIDIARIES
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 
 
 NOTE
1 - ORGANIZATION AND BUSINESS BACKGROUND (CONT.)


Basic
and Diluted Net Loss per Share





The basic
net loss per common share is computed by dividing the net loss by the weighted
average number of common shares outstanding. Diluted net loss per common share
is computed by dividing the net loss adjusted on an "as if converted" basis, by
the weighted average number of common shares outstanding plus potential dilutive
securities. For the years ended December 31, 2008 and 2007, there were no
potential dilutive securities and therefore no diluted net loss per common share
was calculated.





Revenue
Recognition





Revenues
are recognized when products are shipped to customers, both title and the risks
and rewards of ownership are transferred or services have been rendered and
accepted, and collectability is reasonably assured.





Cash
and Cash Equivalents





Cash and
cash equivalents include all highly liquid investments with original maturities
of three months or less.





Timberland





Timberland
is stated at acquisition cost less accumulated amortization. Since private
ownership of timberland is not allowed in the People’s Republic of China, the
Company acquired the user right of timberland from the government. The user
right is good for 50 to 70 years and with the user right, the timber on the
timberland is under the Company’s ownership. Amortization of the use right on
timberland is primarily determined using the straight-line method over the life
of usage right.





The
Company reviews the carrying value of its long-lived assets annually or whenever
events or changes in circumstances indicate that the historical-cost carrying
value of an asset may no longer be appropriate. The Company assesses
recoverability of the asset by comparing the undiscounted future net cash flows
expected to result from the asset to its carrying value. If the carrying
value exceeds the undiscounted future net cash flows of the asset, an impairment
loss is measured and recognized. An impairment loss is measured as the
difference between the net book value and the fair value of the long-lived
asset. Fair value is estimated based upon either discounted cash flow analysis
or estimated salvage value.





Income
Tax





Income
tax expense is based on reported income before income taxes. Deferred income
taxes reflect the effect of temporary differences between assets and liabilities
that are recognized for financial reporting purposes and the amounts that are
recognized for income tax purposes. In accordance with Statement of Financial
Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes," these
deferred taxes are measured by applying currently enacted tax laws.





The
Company did not provide any current or deferred income tax provision or benefit
for any period presented to date because there is no income from operations,
with only minor timing differences with regard to the depreciation of fixed
assets. Management has determined that any deferred tax asset or liability is
inconsequential, and not material to the financial statements.





Restricted
Retained Earnings





Pursuant
to the laws applicable to the PRC, PRC entities must make appropriations from
after-tax profit to the non-distributable “statutory surplus reserve fund”.
Subject to certain cumulative limits, the “statutory surplus reserve fund”
requires annual appropriations of 10% of after-tax profit until the aggregated
appropriations reach 50% of the registered capital (as determined under
accounting principles generally accepted in the PRC ("PRC GAAP") at each
year-end). For foreign invested enterprises and joint ventures in the PRC,
annual appropriations should be made to the “reserve fund”. For foreign invested
enterprises, the annual appropriation for the “reserve fund” cannot be less than
10% of after-tax profits until the aggregated appropriations reach 50% of the
registered capital (as determined under PRC GAAP at each year-end). The
Company did not make any appropriations to the reserve funds mentioned above due
to lack of profit after tax since commencement of operations.





New
Accounting Pronouncements





There
were various accounting standards and interpretations issued during 2008 and
2007, none of which are expected to have a material impact on the Company’s
consolidated financial position, operations or cash flows.





NOTE
2 - GOING CONCERN





The
Company’s ability to continue as a going concern is ultimately contingent upon
its ability to attain profitable operations through the successful development
of its business plan. As shown in the accompanying consolidated financial
statements, the Company has incurred an accumulated deficit of $1,271,176 as of
December 31, 2008 through its limited operations. These conditions raise
substantial doubt as to the Company's ability to continue as a going concern.
The Company is actively pursuing additional funding and a potential merger or
acquisition candidate and strategic partners, which would enhance owners’
investment. The consolidated financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.




- 21
-




CHINA FORESTRY AND SUBSIDIARIES
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007


NOTE
3 - TIMBERLANDS





Timberlands
consist of the following as of December 31, 2008:





As of
December 31, 2008:




Location
                      
                      Usage
      Right Effective Period
                      
                      AmountPing
      Yang He Forestry Center*
                      
                      02/09/2004
      - 02/09/2074
                      
                      $
                      0Jiu
      Lien Forestry Center
                      
                      09/08/2006
      - 09/08/2056
                      
                      
                      357,665Wei
      Xing Forestry Center
                      
                      08/30/2006
      - 08/30/2056
                      
                      
                      341,323Mao
      Lin Forestry Center
                      
                      12/01/2006
      - 12/01/2056
                      
                      
                      184,326Total
      Cost
                      
                      
                      
                      
                      883,314Less:
      Accumulated Amortization
                      
                      
                      
                      
                      (38,267
                      )Net
      Timberlands
                      
                      
                      
                      $
                      845,047




*Ping
Yang He Forestry Center was contributed by the shareholder valued at zero,
due to there was no cost associated with this contributed
asset.





The
amortization expense was $16,780 and $17,667 for the years ended December 31,
2007 and 2008, respectively.





NOTE 4
- RELATED PARTY TRANSACTIONS





Mr.
Degong Han and Mr. Guiying Niu are the majority shareholders of the Company
since inception and is provided funds in the form of non interest-bearing
shareholders’ loans to China Forestry Inc.  Mr. Han and Mr. Niu
forgave the debt obligation of the Company for previously paid advances in the
amount of $846,382 as of December 31, 2007 and it was contributed to additional
paid in capital. $64,889 remained owed to these shareholders as of December 31,
2008.





NOTE
5 - INCOME TAXES





The
Company uses the 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. During the years ended December 31, 2008 and
2007, the Company incurred net losses and, therefore, has no tax expense. The
net deferred tax asset generated by the loss carry-forward has been fully
reserved.


NOTE
6 - PREFERRED AND COMMON STOCK





Preferred
Stock





Prior to
the reverse merger of the Company, there was no preferred stock issued and
outstanding. Pursuant to the Share Exchange Agreement on June 26, 2007,
10,000,000 shares of Series A Convertible Preferred Stock were issued to Everwin
Development Ltd., an incorporation under British Virgin Islands (“Everwin”) in
exchange for all outstanding share capital of Jin Yuan. The Preferred Stock was
subsequently converted into 47,530,000 shares of common stock on December
13, 2007, leaving none issued and outstanding as of December 31,
2007.





Common
Stock





Prior to
the reverse merger of the Company, there were 47,000,000 shares of common stock
issued and outstanding. Following the execution of Special Cash Distribution of
$635,475 provided by the Share Exchange Agreement on July 17, 2007 the share
certificates of Bradley Shepherd and Todd Gee totaled 44,851,500 shares of the
Company’s restricted common stock were cancelled and exchanged for 321,500 new
restricted shares of the Company’s common stock, making the number of total
outstanding common shares amounted 2,470,000. On December 13, 2007 Everwin
converted its 10,000,000 shares of Series A Convertible Preferred Stock into
47,530,000 shares of common stock, making the total outstanding common shares
50,000,000.





On
December 13, 2007, a simple majority of shareholders of the Company voted to
increase the authorized number of shares of common stock, $.001 par value, of
the Company from 50,000,000 shares to 200,000,000 shares.





During,
2008, China Forestry issued 6,000,000 common shares for services to outside
consultants and recorded $1,090,500 in stock based compensation expense based on
the fair value of the common stock at the time the service agreement was
signed.


- 22
-





Item 9.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure





(a)    On
April 16, 2008, the Registrant terminated Turner Stone & Company as the
independent registered public accounting firm for the Registrant because Turner,
Stone failed to complete the Registrant's 2007 audit on a timely basis. The
dismissal of Turner, Stone was approved unanimously by the Board of Directors.
Additional disclosure with respect to this dismissal is contained in a Form 8-K
filed with the Commission on April 23, 2008 and in a Form 8-K/A filed with the
Commission on May 8, 2008.




(b)    On
April 16, 2008, the Registrant engaged Malone & Bailey, PC as its
independent registered public accounting firm. The Registrant had not consulted
with Malone & Bailey regarding the application of accounting principles to
any contemplated or completed transactions, nor the type of audit opinion that
might be rendered on the Registrant's financial statements, and neither oral nor
written advice was provided that would be an important factor considered by the
Registrant in reaching a decision as to an accounting, auditing or financial
reporting issue.




(c)    On
January 23, 2008, the Registrant dismissed Kempisty & Company, Certified
Public Accountants, as the independent registered public accounting firm for the
Registrant. Kempisty & Company, had been the independent registered public
accounting firm for and reviewed the balance sheets for the quarters
ended  June 30, 2007 and September 30, 2007 of the Registrant and the
related consolidated statements of operations, cash flows and stockholders'
equity (deficit) for the quarters then ended. All of the foregoing unaudited
consolidated financial statements are hereinafter collectively referred to as
the “consolidated financial statements.” The review performed by Kempisty &
Company of the consolidated financial statements for the two quarters contained
no adverse opinion or disclaimer of opinion, and were not qualified or modified
as to uncertainty, scope or accounting principles. The dismissal of Kempisty
& Company was approved unanimously by the Board of Directors.





In
connection with Kempisty & Company’s reviews of the interim periods through
January 23, 2008, there have been no disagreements between the Registrant and
Kempisty & Company on any matter of accounting principles or practices,
financial statement disclosure, or scope or procedure, which, if not resolved to
the satisfaction of Kempisty & Company would have caused it to make
reference thereto in their review of the Registrant’s financial statements for
these periods.





The
Registrant made the contents of its Form 8-K filing, filed on January 30, 2008,
available to Kempisty & Company and requested it to furnish a letter to the
Securities and Exchange Commission as to whether Kempisty & Company agrees
or disagrees with, or wishes to clarify Registrant’s expression of its
views.




(d)    On
January 23, 2008, the Registrant engaged Turner, Stone & Company, Certified
Public Accountants, as its independent registered public accounting firm. The
Registrant had not consulted with Turner, Stone regarding the application of
accounting principles to any contemplated or completed transactions nor the type
of audit opinion that might be rendered on the Registrant's financial
statements, and neither written nor oral advice was provided that would be an
important factor considered by the Registrant in reaching a decision as to an
accounting, auditing or financial reporting issue.





(e)    On
June 26, 2007, the Registrant dismissed Michael J. Larsen, PC as the independent
registered public accounting firm for the Registrant. Michael J. Larsen, PC had
been the independent registered public accounting firm for and audited the
balance sheet of the Registrant as of December 31, 2006 and the related
statements of operations, stockholders' equity (deficit) and cash flows for the
year then ended.  All of the foregoing audited financial statements
are hereinafter collectively referred to as the “audited financial statements.”
The report of Michael J. Larsen, PC on the audited financial statements
contained no adverse opinion or disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principles, except for an
explanatory paragraph relating to the Registrant's ability to continue as a
"going concern." The dismissal of Michael J. Larsen, PC was approved unanimously
by the Board of Directors.





In
connection with the audit for the most recent fiscal year by Michael J. Larsen,
PC and in connection with Michael J. Larsen, PC’s review of the subsequent
interim periods through June 26, 2007, there have been no disagreements between
the Registrant and Michael J. Larsen, PC on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of Michael J. Larsen, PC would have
caused it to make reference thereto in its report on the Registrant’s financial
statements for these periods.





The
Registrant made the contents of its Form 8-K/A filing, filed on February 4, 2008
available to Michael J. Larsen, PC and requested it to furnish a letter to the
Securities and Exchange Commission as to whether Michael J. Larsen, PC agrees or
disagrees with, or wishes to clarify the Registrant’s expression of its
views. In the previous Form 8-K filing made on January 30, 2008, a letter
was included for Michael J. Larsen, PC which purported to express its views on
the filing.  Michael J. Larsen, PC did not provide nor did it author
such letter and the filing of the letter was in error.  However,
Michael J. Larsen, PC has reviewed our Form 8-K/A filing and provided the
letter.





(f) 
  On June 26, 2007, the Registrant engaged Kempisty & Company,
Certified Public Accountants, as its independent registered public accounting
firm. The Registrant has not consulted with Kempisty & Company regarding the
application of accounting principles to any contemplated or completed
transactions nor the type of audit opinion that might be rendered on the
Registrant's financial statements, and neither written nor oral advice was
provided that would be an important factor considered by the Registrant in
reaching a decision as to an accounting, auditing or financial reporting
issue.





Item
9A.         Controls and
Procedures





Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer, Yuan Tian (“CEO”)
and Chief Financial Officer, Man Ha (“CFO”), of the effectiveness of the
Company’s disclosure controls and procedures (as defined under
Rule 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the period
covered by this report. Based upon that evaluation, the Company’s CEO and CFO
concluded that the Company’s disclosure controls and procedures were not
effective to provide reasonable assurance that information required to be
disclosed by the Company in the reports that the Company files or submits under
the Exchange Act, is recorded, processed, summarized and reported, within the
time periods specified in the SEC’s rules, regulations and forms, and that such
information is accumulated and communicated to the Company’s management,
including the Company’s CEO and CFO, as appropriate, to allow timely decisions
regarding required disclosure.





- 23
-






Item 9A(T).    Controls and
Procedures





Management Report on
Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company in accordance with Rules
13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over
financial reporting is designed to provide reasonable assurance regarding the
(i) effectiveness and efficiency of operations, (ii) reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles, and (iii) compliance
with applicable laws and regulations.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Management
conducted an evaluation of the effectiveness of the Company’s internal control
over financial reporting based on the criteria set forth in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Based on this evaluation, management has concluded
that the Company’s internal control over financial reporting is not effective as
of December 31, 2008.





As a
result of management’s evaluation of the effectiveness of the Company’s internal
control over financial reporting, referred to in the paragraph above, a material
weakness was identified.  A material weakness is a deficiency or
combination of deficiencies in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the
annual or interim financial statements will not be prevented or detected on a
timely basis.





The
material weakness that was identified relates to the failure of management to
identify and record the issuance of 6.0 million shares of S-8 common stock that
were issued to consultants and the related expenses.  Only when the
Company’s auditors discovered the issuance by asking the transfer agent for a
report on the issued and outstanding shares of common stock, were the auditors
informed about the 6.0 million share issuance and were able to properly account
for it in the financial statements set forth in the Company’s Form 10-Q for the
period ended September 30, 2008.





While the
auditors caught the failure of management to identify and record the stock
issuance before the Company’s Form 10-Q for the period ended September 30, 2008
was filed, management nonetheless recognizes that this is a material weakness
and must be addressed with improved bookkeeping techniques and the devotion of
additional resources to the function of internal control over financial
reporting.  Inasmuch as management relies to a large degree on
consultants in the preparation of financial statements and reports under the
Securities Exchange Act of 1934, as amended, in the future, management will
train its own internal staff to perform these functions.





This
annual report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the SEC that permit the
Company to provide only management's report in this annual report.





Changes in Internal
Controls





During
the year ended December 31, 2008 there were no changes in our internal control
over financial reporting that materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.





Item
9B.Other Information





None.





- 24
-


PART III





Item
10.       Directors, Executive Officers and Corporate
Governance





The
following table sets forth information regarding the members of our board of
directors and our executive officers and other significant employees as of
December 31, 2008. All directors hold office for one-year terms until the
election and qualification of their successors. Officers are elected annually by
the board of directors and serve at the discretion of the board.





Name
                    
                    Age
                    
                    PositionTian,
      Yuan
                    
                    35
                    
                    CEO
      and DirectorHan,
      Degong
                    
                    53
                    
                    President,
      Secretary and DirectorWang,
      Kunlun
                    
                    40
                    
                    DirectorHa,
      Man
                    
                    46
                    
                    CFO,
      Treasurer and
Director





The
directors will serve as directors until our next annual shareholder meeting or
until a successor is elected who accepts the position. Officers hold their
positions at the will of the Board of Directors, absent any employment
agreement. There are no arrangements, agreements or understandings between
non-management shareholders and management under which non-management
shareholders may directly or indirectly participate in or influence the
management of our affairs.





Backgrounds
of Directors and Officers





Yuan,
TIAN, Chief Executive Officer and Director - 35





Mr. Tian
graduated from the Institute of National Economic Management in Renmin
University of China with a Bachelors of Economics Degree in 1996, and attended
senior EMBA courses in Schenzhen Academy of Tsinghua University in
2001.  In July 1996, Mr. Tian started his career in the Marketing
Department of Hainan Airline Co., Ltd.  In 1998 he was appointed as
Project & Marketing Leader to establish the Hainan Airline Hotel
Group.  After that, Mr. Tian was appointed as Assistant to the General
Manager, Marketing Department in Hainan Airline Hotel Group, and general manager
of Hainan Airline Commercial Tourism Co., Ltd.  In October 1999, he
joined Guangdong Huajing Industrial (Group) Co., Ltd. as Assistant to the
General Manager.  In April 2003, he joined Guangzhou Hengda Industrial
(Group) Co., Ltd. as the Officer to the President.  From August 2005
to August 2006, he joined Guangdong New Generation Commercial Management Co.,
Ltd. and was appointed as General Manager of the marketing center, and Officer
of non-ticket section management office, and Director of Tourism Credit
Center.  From 2006 to January 2007, he was appointed as CEO of Suzhou
Tongli International Tourism Development Co., Ltd.  In February 2007,
Mr. Tian worked as the General Manager in the Network Payment Department in
Guangdong Tour Electric Commercial Traveling Service Co., Ltd.





Degong
HAN, President, Secretary and Director - 53





Mr. Han
used to work in YiChun Xinqing Forestry Bureau as a supervisor of the sales
department in 1979. After 4 years, he was promoted to the position of
administrator and in 1995, Han was the senior manager of the forestry bureau. In
August 1990, Han achieved the Reward Degree of Forestry Studies.  From
1996 to 2003, Han began to research the innovation of the forestry industry. And
from 2004, he found Harbin Senrun Forestry Development Limited.





Kunlun
WANG, Director - 40





Ms Wang
graduated from Harbin Watercraft Engineering Institute in 1990, and majored in
Electron Engineering. From 1990 to 1992, Wang worked in the customer service
department in Panasonic Inc. (China), Heilongjiang Province Technique Supports.
In 1999, Wang began to work in Zhuhai Northeast Jincheng Estate Limited and
worked as an administrator for three years. From 1994 to 1997, she joined the
Orient Group (a public company in China) for International Trading. From 1997,
Ms. Wang founded the family company, Harbin Pingchuan Pharmaceutical, Inc, a
North Carolina corporation, and took the charge of the capital management. On
August 2, 2004, the company listed on the OTCBB in the USA. The company effected
a redomicile merger with Shandong Zhouyuan Seeds and Nursery Co., a Delaware
corporation, and listed on OTCBB in America again with a new ticker symbol. From
2005 to present, Ms. Wang cooperated with Mr. ZENG Zhixiong, the chairman of
China World Trade Corporate and founded the World Trade Full Capital (Beijing)
Investment Consultancy Limited. Ms. Wang was the Executive Director and the
General Manager.





Man
HA, CFO, Treasurer and Director - 46





Mr. Ha
was appointed as Chief Financial Officer of China World Trade Corporation on
February 28, 2006. He has over 20 years of experience in the areas of auditing,
transaction advisory services and commercial fields. In the past, he was
executive director, group financial controller and company secretary of several
publicly traded companies that were listed on the Hong Kong Stock Exchange. Mr.
Ha holds a Masters Degree in Professional Accounting from the Open University of
Hong Kong. He is also a fellow member of The Association of Chartered Certified
Accountants and The Hong Kong Institute of Certified Public
Accountants.





Meetings
of Our Board of Directors





The
Registrant’s Board of Directors took all actions by unanimous written consent
without a meeting during the fiscal year ended December 31, 2008.




The
Registrant’s Board of Directors took all actions by unanimous written consent
without a meeting during the fiscal year ended December 31, 2007.





Director
Independence





Our
securities are quoted on the OTC Bulletin Board which does not have any director
independence requirements.  Once we engage further directors and
officers, we will develop a definition of independence and scrutinize our Board
of Directors with regard to this definition.





- 25
-






Board
Committees





Audit Committee. The Company intends to
establish an audit committee of the board of directors, which will consist of
soon-to-be-nominated independent directors. The audit committee’s duties would
be to recommend to the Company’s Board of Directors the engagement of
independent auditors to audit the Company’s financial statements and to review
the Company’s accounting and auditing principles. The audit committee would
review the scope, timing and fees for the annual audit and the results of audit
examinations performed by the internal auditors and independent public
accountants, including their recommendations to improve the system of accounting
and internal controls. The audit committee would at all times be composed
exclusively of directors who are, in the opinion of the Company’s Board of
Directors, free from any relationship which would interfere with the exercise of
independent judgment as a committee member and who possess an understanding of
financial statements and generally accepted accounting principles.





Compensation Committee. The Company intends to
establish a compensation committee of the Board of Directors. The compensation
committee would review and approve the Company’s salary and benefits policies,
including compensation of executive officers.





Director
Compensation





We have
no standard arrangement pursuant to which our directors are compensated for
their services in their capacity as directors. The Board of Directors may award
special remuneration to any director undertaking any special services on behalf
of our company other than services ordinarily required of a director. No
director received and/or accrued any compensation for his services as a
director, including committee participation and/or special
assignments.





Significant
Employees





Other
than the directors and officer described above, we do not expect any other
individuals to make a significant contribution to our business.





Family
Relationships





There are
no familial relationships between or among our officers and
directors.





No
Legal Proceedings





None of
our directors, executive officers, promoters or control persons has been
involved in any of the following events during the past five years:





Ÿ
            any
      bankruptcy petition filed by or against any business of which such person
      was a general partner or executive officer either at the time of the
      bankruptcy or within two years prior to that
  time;





Ÿ
                any
      conviction in a criminal proceeding or being subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);Ÿ
                being
      subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or




Ÿ
            being
      found by a court of competent jurisdiction (in a civil action), the SEC or
      the Commodity Futures Trading Commission to have violated a federal or
      state securities or commodities law, and the judgment has not been
      reversed, suspended, or vacated.





Section
16(a) Beneficial Ownership Compliance Reporting





Under
Section 16(a) of the Exchange Act, all executive officers, directors, and each
person who is the beneficial owner of more than 10% of the common stock of a
company that files reports pursuant to Section 12 of the Exchange Act, are
required to report the ownership of such common stock, options, and stock
appreciation rights (other than certain cash-only rights) and any changes in
that ownership with the Commission. Specific due dates for these reports have
been established, and the Company is required to report, in this Form 10-KSB/A,
any failure to comply therewith during the fiscal year ended December 31,
2008. The Company believes that all of these filing requirements were satisfied
by its executive officers, directors and by the beneficial owners of more than
10% of the Company’s common stock. In making this statement, the Company has
relied solely on copies of any reporting forms received by it, and upon any
written representations received from reporting persons that no Form 5 (Annual
Statement of Changes in Beneficial Ownership) was required to be filed under
applicable rules of the Commission.





Code
of Ethics





The
Company adopted a Code of Ethics that applies to the Company’s principal chief
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, as well as other employees
(the "Code of Ethics"), a copy of which is attached as Exhibit 10.1 to our Form
8-K filed on December 19, 2008. The Code of Ethics is designed with the intent
to deter wrongdoing, and to promote the following:





Ÿ
            Honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationshipsŸ
            Full,
      fair, accurate, timely and understandable disclosure in reports and
      documents that a small business issuer files with, or submits to, the
      Commission and in other public communications made by the small business
      issuerŸ
            Compliance
      with applicable governmental laws, rules and
regulationsŸ
            The
      prompt internal reporting of violations of the code to an appropriate
      person or persons identified in the codeŸ
            Accountability
      for adherence to the code




- 26
-






Item
11.                      Executive
Compensation





The
following Summary Compensation Table sets forth, for the years indicated, all
cash compensation paid, distributed or accrued for services, including salary
and bonus amounts, rendered in all capacities by the Company’s chief executive
officer and all other executive officers who received or are entitled to receive
remuneration in excess of $100,000 during the stated periods.





SUMMARY
COMPENSATION TABLE





Name
      of Officer
                                  Year
                                  
                                  Salary
                                  
                                  Bonus
                                  
                                  Stock
                                    Awards
                                  
                                  Option
      Awards
                                  
                                  Non-Equity
      Incentive Plan Compensation
                                  
                                  Nonqualified
      Deferred Compensation
                                  
                                  All Other
      Compensation
                                  
                                  TotalTian,
      Yuan
                                  2008
                                  
                                  0
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  02007
                                  
                                  0
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  02006
                                  
                                  0
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  0Han,
      Degong
                                  2008
                                  
                                  0
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  02007
                                  
                                  $1,000
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  $1,0002006
                                  
                                  0
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  --
                                  
                                  0





Option Grants in Last Fiscal
Year





There
were no options granted to any of the named executive officers during the year
ended December 31, 2008.





During
the year ended December 31, 2008, none of the named executive officers exercised
any stock options.





Pension, Retirement or
Similar Benefit Plans





There are
no arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officers. We have no material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of the Board of Directors or a committee
thereof.





Employment
Agreements





The
Company has no employment agreements with any of its employees.





Equity Compensation
Plan





On June
23, 2008, we adopted a 2008 Non-Qualified Stock Compensation Plan for officers,
directors, employees and consultants of the Company and we filed a Registration
Statement on Form S-8 with the Commission.  Subsequently, on August 5,
2008, the Board of Directors authorized by unanimous written consent the
issuance of 6,000,000 shares of common stock to three consultants for bona fide
services rendered to the Company.  There have been no other shares
issued pursuant to the 2008 Non-Qualified Stock Compensation Plan.





Directors’ and Officers’
Liability Insurance





The
Company currently does not have insurance insuring directors and officers
against liability; however, the Company is in the process of investigating the
availability of such insurance.





Compensation
Committee





We
currently do not have a compensation committee of the Board of Directors. The
Board of Directors as a whole determines executive compensation.





Compensation of
Directors





The
Company paid nil to its directors for service as directors in 2008, and the
Company has not paid its directors any separate compensation in respect of their
services on the board. However, in the future, the Company intends to implement
a market-based director compensation program.





Change of
Control





As of
December 31, 2008 we had no pension plans or compensatory plans or other
arrangements which provide compensation on the event of termination of
employment or change in control of us.




- 27
-





Item 12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters





The
following table sets forth the information concerning the number of shares of
our common stock owned beneficially as of December 31, 2008 by: (i) each of our
directors, (ii) each of our named executive officers and (iii) owners of 5% or
more of our common shares. There was no other person or group known by us to
beneficially own more than 5% of our outstanding shares of common stock. Unless
otherwise indicated, the shareholders listed below possess sole voting and
investment power with respect to the shares they own.





Except as
otherwise specified below, the address of each beneficial owner listed below is
Room 517, No. 18 Building, Nangangjizhoing District, Hi-Tech Development Zone,
Harbin, Heilongjiang Province, People’s Republic of China.





Title
      of Class
                                      
                                      Name
                                      
                                      Number
      of Shares Owned
                                      
                                      Percent
      of Voting PowerOther
      Principal Stockholders (5%)Common
                                      
                                      Everwin
      Development Limited(1)
                                      
                                      9,513,743
                                      
                                      16.9
                                      %Common
                                      
                                      Tse
      Wan Yi
                                      
                                      2,815,026
                                      
                                      5.0
                                      %Directors
      and Executive OfficersCommon
                                      
                                      Tian,
      Yuan, CEO
                                      
                                      0
                                      
                                      0
                                      %Common
                                      
                                      Degong
      Han, Director
                                      
                                      9,000,000
                                      
                                      16.1
                                      %Common
                                      
                                      Kunlun
      Wang, Director
                                      
                                      0
                                      
                                      0
                                      %Common
                                      
                                      Man
      Ha, CFO
                                      
                                      9,513,743
                                      
                                      16.9
                                      %Common
                                      
                                      All
      Officers and Directors as a Group (4 persons)
                                      
                                      18,513,743
                                      
                                      33.0
                                      %




(1)
      The Sole owner and director of Everwin Development Limited is Man Ha, who
      is also the Chief Financial Officer, Treasurer and a Director of the
      Company. Mr. Ha is deemed to be the beneficial owner of the shares of
      common stock owned by Everwin Development
Ltd.





Item
13.                      Certain
Relationships, Related Transactions, and DirectorIndependence





The
Company utilized office space at the residence of Bradley Shepherd at no
charge.





For the
year ended December 31, 2006, Bradley Shepherd who was then president of the
Company advanced $5,100 to the Company.  For the year ended December 31,
2005 and 2004, Mr. Shepherd advanced $9,600 and $6,375 to the Company,
respectively. During the year ended December 31, 2004 Mr. Shepherd cancelled and
returned to the Company 3,000,000 shares of common stock that had been issued to
him in exchange for cash advances in the amount of $3,000 in late 2004 and such
advances were reinstated. At Closing under the Exchange Agreement, the Company
paid Mr. Shepherd $34,950 in full satisfaction of all advances previously made
to the Company by Mr. Shepherd, including interest thereon, which had an
outstanding balance of approximately $37,491 on the Closing Date.





At
Closing under the Exchange Agreement, Bradley Shepherd and Todd Gee delivered
stock certificates representing 44,851,000 shares of the Company’s restricted
common stock to the Company’s transfer agent with irrevocable transfer
instructions instructing the transfer agent to cancel such shares on the day
following the payment date for the Special Cash Distribution of $.01227 per
share, and to issue in exchange for such shares 321,500 restricted shares of
Patriot common stock following the transactions contemplated by the Share
Exchange Agreement, with 221,500 of such shares being issued to Brad Shepherd
and 100,000 shares being issued to Todd Gee. The Share Exchange Agreement also
provided that during the period from the Closing Date until the date the above
share exchange has been completed Mr. Shepherd will vote all shares of Patriot
held by him in accordance with the instructions of Everwin.





The Ping
Yang He Forestry Center was owned by Mr. Degong Han, the president of the
Company.  In 2004, Mr. Han contributed the timberland as the
registration capital to establish Harbin Senrun Forestry Development Co., Ltd.
in exchange for stock in the Company.





Mr.
Degong Han, the President, Secretary and a major shareholder of China Forestry
Inc., has loaned a total of $527,090 to the Harbin SenRun subsidiary of China
Forestry, Inc. for operating capital. The loan bears interest at 5% of the net
income generated from timberland sales. The principal and interest is due May
15, 2008.  In the event of a default the principal plus 12% interest
is due on November 15, 2008. Mr. Man Ha is Chief Financial Officer and Director
of China Forestry, Inc. and also is a major shareholder of CHFY. As of December
31, 2007, the entire amount was contributed by converting to additional paid in
capital.





Except
for the transactions described above, there are no proposed transactions and no
transactions during the past two years to which the Company was (or is) a party,
and in which any officer, director, or principal stockholder, or their
affiliates or associates, was also a party.





- 28
-






Item
14.                      
PrincipalAccounting Fees and
Services.





Audit
and Non-Audit Fees





The
following table represents fees for the professional audit services and fees
billed for other services rendered by our auditors for the audit of our annual
financial statements for the years ended December 31, 2007 and December 31, 2008
and any other fees billed for other services rendered by our auditors during
these periods.





Malone
      & Bailey, PCYear
      ended December 31, 2008Audit fees
                      
                      $
                      27,000Audit-related fees
                      
                      $Tax fees
                      
                      $All other fees
                      
                      $Total
                      
                      $
                      27,000





Malone
      & Bailey, PCYear
      ended December 31, 2007Audit fees
                      
                      $
                      31,000Audit-related fees
                      
                      $Tax fees
                      
                      $All other fees
                      
                      $Total
                      
                      $
                      31,000





Since our
inception, our Board of Directors, performing the duties of the Audit Committee,
reviews all audit and non-audit related fees at least annually. The Board of
Directors as the Audit Committee pre-approved all audit related services in the
year ended December 31, 2008.





PART
IV





Item
15.                      Exhibits
and Financial Statement Schedules





(a)
(1) Financial Statements





See
“Table of Contents to Consolidated Financial Statements” set forth on page
22.





(a)
(2) Financial Statement Schedules





None. The
financial statement schedules are omitted because they are inapplicable or the
requested information is shown in our financial statements or related notes
thereto.





Exhibits





ExhibitNumber
                                                      
                                                      ExhibitDescription3.1
                                                      
                                                      Articles
      of Incorporation of the Company (1)3.2
                                                      
                                                      Bylaws
      of the Company (1)10.1
                                                      
                                                      Share
      Exchange Agreement by and among Patriot Investment Corporation, Bradley
      Shepherd, Everwin Development, Ltd., Harbin SenRun Forestry Development
      Co., Ltd., Jin Yuan Global Limited and Jin Yuan Global Limited Trust
      (2)21.1
                                                      
                                                      List
      of SubsidiariesJin
      Yuan Global Limited, a corporation organized and existing under the laws
      of the Hong Kong SAR of the People’s Republic of ChinaHarbin
      SenRun Forestry Development Co., Ltd., a corporation organized and
      existing under the laws of the People’s Republic of
  China23.1
                                                      
                                                      Consent
      of Independent Registered Public Accounting
Firm (3)23.2
                                                      
                                                      Consent
      of Independent Registered Public Accounting Firm (3)31.1
                                                      
                                                      Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    (3)31.2
                                                      
                                                      Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    (3)32.1
                                                      
                                                      Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    (3)32.2
                                                      
                                                      Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    (3)





(1)
              Incorporated
      by reference from Exhibit 3 to Patriot Investment Corporation’s Form
      10-SB12G filed with the Commission on April 13, 1999.(2)
              Included
      as an exhibit to our Form 8-K filed with the Commission on July 2,
      2007.(3)
              Filed
      herewith.


- 29
-


SIGNATURES








Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act, the Company has
duly caused this Report to be signed on its behalf by the undersigned thereunto
duly authorized.







CHINA
      FORESTRY, INC.Date:  March
      31, 2009
                  By:
                  /s/
      Yuan TianYuan
      TianChief
      Executive Officer
                    (principal
      executive
officer)







Pursuant
to the requirements of the Exchange Act this Report has been signed below by the
following persons on behalf of the Company and in the capacities and on the
dates indicated.





Name and
      Title
                                                          
                                                          Date/s/
      Yuan Tian
                                                          
                                                          March
      31, 2009Yuan
      Tian,
                                                            Chief
      Executive Officer and Director
                                                            (principal
      executive officer)/s/
      Degong Han
                                                          
                                                          March
      31, 2009Degong
      Han
                                                            President/s/
      Man Ha
                                                          
                                                          March
      31, 2009Man
      Ha
                                                            Chief Financial Officer and Director
                                                            (principal financial officer and accounting
      officer)/s/
      Kunlun Wang
                                                          
                                                          March
      31, 2009Kunlun
      Wang
                                                            Director







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