TMGI 10-K Annual Report May 31, 2010

MARQUIE GROUP, INC.

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10-K 1 f10k2009_zhongsen.htm ANNUAL REPORT f10k2009_zhongsen.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2010

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File number 000-1434601

ZHONG SEN INTERNATIONAL TEA COMPANY

(Name of small business issuer in its charter)

FLORIDA		26-2091212
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

14th Floor Guo Fang Building No.68 Wu Yi Road Kunming City, Yunnan Province P. R. China		650032
(Address of principal executive offices)		(Postal Code)

(954) 247-4832

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class registered:	Name of each exchange on which registered:
None	None

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.001 (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o 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 o 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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

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 Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company	x

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

As of July 9, 2010, the registrant had 60,000,000 shares of its common stock outstanding.

Documents Incorporated by Reference : None.

TABLE OF CONTENTS

		PAGE
	PART I
ITEM 1.	Description of Business	1
ITEM 1A.	Risk Factors	2
ITEM 2.	Description of Properties	2
ITEM 3.	Legal Proceedings	2
ITEM 4.	(Removed and Reserved)

	PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3
ITEM 6.	Selected Financial Data	4
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	4
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	7
ITEM 8.	Financial Statements	F-1
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	8
ITEM 9A(T).	Controls and Procedures	8

	PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	9
ITEM 11.	Executive Compensation	11
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	12
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	13
ITEM 14.	Principal Accounting Fees and Services	13

	PART IV
ITEM 15.	Exhibits, Financial Statement Schedules	15

SIGNATURES

PART I

ITEM 1. DESCRIPTION OF BUSINESS

General

Zhong Sen International Tea Company (“The Company”) was incorporated on January 30, 2008, in the State of Florida. The Company has the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wish to export and distribute high quality Chinese tea products worldwide. The company commenced business activities in August 2008, when it entered into a related party Sales and Marketing Agreement with Yunnan Zhongsen Group, Ltd (YZG) , a related party company located in Kunming, China, to provide sales and marketing consulting services for YZG’s tea and tea related business lines.

Supply Agreements

In August 2008, we entered into a related party agreement with Yunnan Zhongsen Group, Ltd., or YZG, a Chinese company located in Kunming, Yunnan Province, People’s Republic of China, which caused us to become YZG’s exclusive sales and marketing agent worldwide. We receive a commission of 20% of global sales, payable each month based on our and YZG’s sales figures. On August 29, 2008, the effective date of the transaction, we issued 49,900,000 shares to approximately 4,200 shareholders in exchange for the sales and marketing agreement. Additionally, our former sole director and officer named a new board of directors, and hired new executive officers, and resigned his positions at the company.

Sales Marketing

All sales are generated by external sales and marketing representatives, including those at our related party main supplier, YZG. The product is positioned as a high-end luxury product. The 3,000 year history of this limited production, highly prized product will be essential in positioning the product and in differentiating this product from the current American and European viewpoint of commercially produced tea, as well as setting it apart from much of the tea products offered throughout Asia. The history, culture and ritual surrounding the production of the tea leaf and the ritual of the service and presentation of this luxury item will be exploited and are critical to the positioning of the product.

Our company suggests both direct sales and indirect sales through channel marketing to our client as the methods of getting the product to the worldwide consumer. Direct sales can occur in person, via the phone, the Internet or by mail. Indirect, or channel sales typically refers to sales through a reseller. A reseller can order from us directly, or from a wholesale distributor. In any case, our compensation is directly affected by our client’s sales volume.

We suggest to our client, YZG that they can minimize channel conflicts by employing one or more of the following strategies:

▪ Segmentation of the product line;

▪ Establishment of limited or exclusive territories;

▪ Design price differentiation from direct sales and channels sales providing a cost incentive for the consumer to purchase from the reseller;

▪ Establishment of rotating promotions for resellers; and/or

▪ Design a tiered system that would establish reseller levels rewarding higher volume resellers with improved margins.

Based on our recommendations, they will establish and manage their channel marketing program worldwide by establishing a competitive reseller program, recruiting resellers, preparing proper reseller collateral, creating reseller kits, managing the reseller database using Partner Relationship Management (PRM) software, ensuring proper merchandising, ensuring adequate stocking levels, providing reseller education and managing seeding programs. The channel program allows this company to produce a large volume of sales utilizing its existing human resources as, we will have the ability to manage resellers and thereby multiply our resources. Direct sales can be managed mostly by technology through applications available through the Internet, such as, on-line stores with credit card processing portals to accumulate sales orders from direct sales. The proper implementation of these programs effectively eliminates the need for the hiring of additional staff for a significant period of time by the use of technology and the multiplication of resources by contracting with distributors or other resellers.

Revenue Model

Our revenue model contemplates a single form of revenue, but from multiple sources. We anticipate earning our revenue based on the success of our sales and marketing efforts provided to the tea producer. We will earn a percentage of sales directly related to our efforts. Since we will be processing the sales for our client, we will have a direct and firsthand knowledge of the effectiveness of our efforts.

Employees

As of July 16, 2010, the Company has 1 part-time employee. Our president has agreed to allocate a portion of her time to the activities of the Company. The president anticipates that our business plan can be implemented by her devoting no more than 50 hours per year to the business affairs of the Company and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officer. We have no properties and at this time have no agreements to acquire any properties. We currently use the offices of management at no cost to us. Management has agreed to continue this arrangement until we complete an acquisition or merger.

ITEM 1A. RISK FACTORS

Not applicable because we are a smaller reporting company.

ITEM 2. DESCRIPTION OF PROPERTIES

We have no properties and at this time have no agreements to acquire any properties. We currently use the offices of management at no cost to us. Management has agreed to continue this arrangement until further notice.

ITEM 3. LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

ITEM 4. (REMOVED AND RESERVED )

PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

No Public Market for Common Stock

There is no trading market for our Common Stock at present and there has been no trading market to date. There is no assurance that a trading market will ever develop or, if such a market does develop, that it will continue.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Holders

There are 4,179 holders of our Common Stock.

Dividends

Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.

Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

Recent Sales of Unregistered Securities

On December 31, 2008, our President converted a note payable in the amount of $100,000 and accrued interest of $499 into 100,000 common shares at a purchase price of $1.00499 per common share. The shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended.

Equity Compensation Plan Information

The following table sets forth certain information as of May 31, 2010, with respect to compensation plans under which our equity securities are authorized for issuance:

	(a)	(b)	(c)
	_________________	_________________	_________________
	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation	None	None	None
Plans approved by
Security holders

Equity compensation	None	None	None
Plans not approved
By security holders
Total

ITEM 6. SELECTED FINANCIAL DATA

Not applicable because we are a smaller reporting company.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the Financial Statements and Notes thereto appearing elsewhere in this Form 10-K. The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

BUSINESS OVERVIEW

Zhong Sen International Tea Company (“The Company”) was incorporated on January 30, 2008, in the State of Florida. The Company has the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wish to export and distribute high quality Chinese tea products worldwide. The company commenced business activities in August 2008, when it entered into a related party Sales and Marketing Agreement with Yunnan Zhongsen Group, Ltd (YZG) , a company located in Kunming, China, to provide sales and marketing consulting services for YZG’s tea and tea related business lines. During the year ended May 31, 2009, the Company exited the development stage.

PLAN OF OPERATIONS

Our plan of operations for the next twelve months is focused on the following primary objectives.

	1.	Find additional customers to purchase tea products from our contracted supplier, Yunnan Zhongsen Group, Ltd. and;

	2.	Raising capital through private debt or equity offerings.

Subject to the requisite financing, we believe that we can complete the following objectives within the time period specified:

Supply Agreements

Sales Marketing

We suggest to our client, YZG that they can minimize channel conflicts by employing one or more of the following strategies:

▪ Segmentation of the product line;

▪ Establishment of limited or exclusive territories;

▪ Design price differentiation from direct sales and channels sales providing a cost incentive for the consumer to purchase from the reseller;

▪ Establishment of rotating promotions for resellers; and/or

▪ Design a tiered system that would establish reseller levels rewarding higher volume resellers with improved margins.

Revenue Model

Results of Operations for the Year Ended May 31, 2010 Compared to the Year Ended May 31, 2009

The following table presents the statement of operations for the year ended May 31, 2010 as compared to the year ended May 31, 2009. The discussion following the table is based on these results.

	For The Years Ended May 31,
	2010			2009

REVENUE	$	146,407		$	34,661

Total operating expenses		148,389			571,373

NET LOSS	$	(1,982	)	$	(537,211	)

Total Revenues

We had revenues of $146,407 for the year ended May 31, 2010 and $34,661 for the year ended May 31, 2009. This increase is attributable to the receipt of commissions on sales of product by our sole customer, Yunnan Zhongsen Group, Ltd., a related party company, pursuant to a Sales and Marketing Agreement entered into by the Companies on August 29, 2008.

Operating Expenses

Operating expenses for the year ended May 31, 2010 decreased to $148,389 from $571,373 for the year ended May 31, 2009 representing a decrease of $422,984. During the fiscal year ending May 31, 2009, we incurred a one-time charge of $379,000 as an impairment of a Marketing Agreement.

Net Loss

Net loss was $1,982 for the year ended May 31, 2010 compared to $537,211 for the same period ended May 31, 2009, a decrease of $535,229. Our net losses decreased because of an expansion in the operations of our business pursuant to a Sales and Marketing Agreement entered into by the Company and Yunnan Zhongsen Group, Ltd., on August 29, 2008. Additionally, during the fiscal year ending May 31, 2009, we incurred a one-time charge of $379,000 as an impairment of a Marketing Agreement.

Liquidity and Capital Resources

As of May 31, 2010, we have assets of $149,731 consisting of cash of $1,431, accounts receivable of $28,300 and intangible assets of $120,000 and total liabilities of $5,800, compared with May 31, 2009, when we had assets of $148,913 consisting of cash of $16,942, accounts receivable of $11,971 and intangible assets of $120,000 and total liabilities of $5,000.

We believe that we will need additional funding to satisfy our cash requirements for the next twelve months. Completion of our plan of operation is subject to attaining adequate revenue. We cannot assure investors that additional financing will be available. In the absence of additional financing, we may be unable to proceed with our plan of operations.

We intend to hire additional employees for sales, administrative and finance support staff as necessary, though we have no time frame in which we expect to hire such staff. Additional sales staff, when required, will be hired on a commission basis, and administrative and finance support staff will only be hired when revenues are such that the company can support such a staff. Completion of our plan of operations is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without significant revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to potentially achieve our goal of profit, revenue and growth.

We anticipate that our general and administrative expenses for the next 12 months will total $183,200.

The breakdown is as follows:

General and Administrative
Legal and Accounting	$	45,000
Telecommunications		1,200
Office Supplies		500
Postage & Shipping		1,200
Travel		8,000
Utilities		4,800
Consulting Fees		120,000
Salaries and Wages		2,000
Taxes and Licenses		500
TOTAL	$	183,200

The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and status of our business plan. In the event we are not successful in reaching our initial revenue targets, additional funds may be required and we would then not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we would likely seek additional financing to support the continued operation of our business. We anticipate that depending on market conditions and our plan of operations, we could incur operating losses in the foreseeable future. We base this expectation, in part, on the fact that we may not be able to generate enough gross profit from our business operations to cover our operating expenses.

We anticipate that our operational, and general and administrative expenses for the next 12 months will total approximately $183,200. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

Critical Accounting Policies

Our significant accounting policies are summarized in Note 1 of our financial statements included in this annual report on Form 10-K for the year ended May 31, 2010. Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Recent Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) No. 2009-13, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The ASU significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. The ASU will be effective for the first annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted, provided that the guidance is retroactively applied to the beginning of the year of adoption. The Company does not expect the adoption of ASU No. 2009-13 to have any effect on its financial statements upon its required adoption on June 1, 2011.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

ITEM 7A. QUANTITIATIVE AND QUALITATIVE DISCLOUSURES ABOUT MARKET RISK

Not applicable because we are a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

ZHONG SEN INTERNATIONAL TEA COMPANY

FINANCIAL STATEMENTS

(AUDITED)

F-1	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

F-2	BALANCE SHEETS

F-3	STATEMENTS OF OPERATIONS

F-4	STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

F-5	STATEMENTS OF CASH FLOWS

F-6 - F-9	NOTES TO AUDITED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:

Zhong Sen International Tea Company

We have audited the accompanying balance sheets of Zhong Sen International Tea Company (the “Company”) as of May 31, 2010 and 2009, and the related statements of operations, changes in stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of Zhong Sen International Tea Company as of May 31, 2010 and 2009 and the 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 financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the financial statements, the Company has a net loss of $1,982, used cash in operations of $15,511 and has an accumulated deficit of $547,763 as of May 31, 2010. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 7. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

WEBB & COMPANY, P.A.

Certified Public Accountants

Boynton Beach, Florida

June 21, 2010

F-1

ZHONG SEN INTERNATIONAL TEA COMPANY
BALANCE SHEETS


ASSETS
	May 31,
	2010			2009


CURRENT ASSETS
Cash	$	1,431		$	16,942
Accounts receivable - Related Party		28,300			11,971
TOTAL CURRENT ASSETS		29,731			28,913

Marketing agreement		120,000			120,000

TOTAL ASSETS	$	149,731		$	148,913

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	5,800		$	5,000

TOTAL LIABILITIES		5,800			5,000

COMMITMENTS AND CONTINGENCIES		-			-
		.			.

STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value, 100,000,000 shares authorized, 60,000,000 shares issued and outstanding		60,000			60,000
Additional paid in capital		631,694			629,694
Accumulated deficit		(547,763	)		(545,781	)
Total Stockholders’ Equity		143,931			143,913

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	149,731		$	148,913

See accompanying notes to the Financial Statements

F-2

ZHONG SEN INTERNATIONAL TEA COMPANY
STATEMENTS OF OPERATIONS


	For the years ended May 31,
	2010			2009
REVENUES:
Marketing revenue - Related Party	$	146,407		$	34,661
		146,407			34,661


OPERATING EXPENSES
Officer's compensation		2,000			6,500
Professional fees		21,591			45,003
Consulting fees		120,000			140,000
Impairment of Marketing Agreement		-			379,000
General and administrative		4,798			870
Total Operating Expenses		148,389			571,373

LOSS FROM OPERATIONS		(1,982	)		(536,712	)

OTHER EXPENSES
Interest Expense		-			499

NET LOSS BEFORE PROVISION FOR INCOME TAXES		(1,982	)		(537,211	)


PROVISION FOR INCOME TAXES		-			-

NET LOSS	$	(1,982	)	$	(537,211	)

Net loss per share - basic and diluted	$	(0.00	)	$	(0.01	)

Weighted average number of shares outstanding during the period - basic and diluted		60,000,000			46,404,384

See accompanying notes to the Financial Statements

F-3

ZHONG SEN INTERNATIONAL TEA COMPANY
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE YEARS ENDED MAY 31, 2010 AND 2009


	Common Stock				Additional Paid-In			Accumulated
	Shares		Amount		Capital			Deficit			Total

Balance May 31, 2008	$	5,000,000	$	5,000	$	30,870		$	(8,570	)	$	27,300

Common stock issued for finder's fee		5,000,000		5,000		45,000			-			50,000

Common stock issued for sales and marketing agreement		49,900,000		49,900		449,100			-			499,000

In-kind contribution of services		-				6,500			-			6,500

Conversion of notes payable and accrued interest to related party		100,000		100		100,399			-			100,499

Stock offering costs		-		-		(2,175	)		-			(2,175	)

Net Loss for the year ended May 31, 2009		-		-		-			(537,211	)		(537,211	)
Balance May 31, 2009	$	60,000,000	$	60,000	$	629,694		$	(545,781	)	$	143,913

In-kind contribution of services		-				2,000			-			2,000

Net Loss for the year ended May 31, 2010		-		-		-			(1,982	)		(1,982	)

Balance May 31, 2010	$	60,000,000	$	60,000	$	631,694		$	(547,763	)	$	143,931

See accompanying notes to the financial statements.

F-4

ZHONG SEN INTERNATIONAL TEA COMPANY
STATEMENTS OF CASH FLOWS


	For the years ended May 31,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,982	)	$	(537,211	)
Adjustments to reconcile net loss to net cash used in operating activities:
In-kind contribution of services		2,000			6,500
Common stock issued for services		-			50,000
Impairment of marketing agreement		-			379,000
Changes in operating assets and liabilities:
Increase in accounts receivable		(16,329	)		(11,971	)
Decrease in prepaid expenses		-			21,000
Increase in accounts payable		800			5,000
Increase in accrued interest		-			499
Net Cash Used In Operating Activities		(15,511	)		(87,183	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable - related party		-			100,000
Stock offering costs		-			(2,175	)
Net Cash Provided By Financing Activities		-			97,825

NET INCREASE/(DECREASE) IN CASH		(15,511	)		10,642

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		16,942			6,300

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	1,431		$	16,942

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Converion of note payable and accrued interest into common stock	$			$	100,499

See accompanying notes to the financial statements.

F-5

ZHONG SEN INTERNATIONAL TEA COMPANY

NOTES TO THE FINANCIAL STATEMENTS

AS OF MAY 31, 2010 AND 2009

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

Organization

Zhong Sen International Tea Company (“The Company”) was incorporated on January 30, 2008, in the State of Florida. The Company has the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wish to export and distribute high quality Chinese tea products worldwide. The company commenced business activities in August, 2008, when it entered into a related party Sales and Marketing Agreement with Yunnan Zhongsen Group, Ltd (YZG) , a company located in Kunming, China, to provide sales and marketing consulting services for YZG’s tea and tea related business lines. During the year ended May 31, 2009, the Company exited the development stage.

Use of Estimates:

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those results.

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

Cash and Cash Equivalents, and Credit Risk:

For purposes of reporting cash flows, the Company considers all cash accounts with maturities of 90 days or less and which are not subject to withdrawal restrictions or penalties, as cash and cash equivalents in the accompanying balance sheet.

The Company maintains a portion of its deposits in a financial institution that insures its deposits with the FDIC insurance up to $250,000 per depositor and deposits in excess of such insured amounts represent a credit risk to the Company. At May 31, 2010 and 2009 the Company had $0 in cash that was uninsured.

Accounts Receivable

The Company is required to estimate the collectability of its accounts receivable. The Company's reserve for doubtful accounts is estimated by management based on a review of historic losses and the age of existing receivables from specific customers. As of May 31, 2010 and 2009, the Company deems all accounts receivable collectible.

Concentration of Credit Risk

During the years ended May 31, 2010, and 2009 one related party customer located in China accounted for 100% of the Company's sales and 100% of accounts receivable as of May 31, 2010 and 2009.

Stock Compensation

The Company follows FASB Accounting Standards Codification No. 718 – Compensation – Stock Compensation for share based payments to employees. The Company follows FASB Accounting Standards Codification No. 505 for share based payments to Non-Employees

Segments

The Company operates in one segment and therefore segment information is not presented.

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments including accounts receivable and accounts payable approximate fair value due to the relatively short period to maturity for these instruments.

F-6

Earnings Per Share:

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC No. 260, “Earnings Per Share.” As of May 31, 2010 and 2009, there were no common share equivalents outstanding.

Income Taxes:

The Company accounts for income taxes under the FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates (37.63%) expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Recent Accounting Pronouncements:

NOTE 2 - SALES AND MARKETING AGREEMENT WITH RELATED PARTY

On August 29, 2008 the Company entered into a related party sales and marketing agreement with the Yunnan Zhongsen Group, Ltd., or YZG, a Chinese company located in Kunming, Yunnan Province, People’s Republic of China, which caused them to become YZG’s exclusive sales and marketing agent worldwide. The Company receives a commission of 20% of global sales, payable each month based on the Company and YZG’s sales figures. On August 29, 2008, the effective date of the transaction, the Company issued 49,900,000 shares of common stock valued at $499,000 or $.01 per share the most recent cash offering price in exchange for the sales and marketing agreement. The Company has capitalized the value of the Sales and Marketing agreement. As of May 31, 2009 the Company has recorded an impairment on the agreement in the amount of $379,000. The Company issued 5,000,000 shares of common stock valued at $50,000 or $.01 per share, which was the most recent cash offering price at the time, as the finder’s fee. The Company expensed the value of the common stock issued at August 31, 2008.

NOTE 3 – OTHER RELATED PARTY TRANSACTIONS

During the years ended May 31, 2010 and 2009, the Company recorded imputed compensation of $2,000 and $6,500 for the services contributed by its President and its CFO (See Note 5).

NOTE 4 – CONSULTING AGREEMENTS

On September 1, 2008 the Company entered into an agreement with EverAsia Consultant Co., Ltd whereby the Company will pay to EverAsia Consultant Co., Ltd $5,000 per month beginning September 1, 2008 and ending December 31, 2009 for consulting services. On December 31, 2009, the contract was extended until December 31, 2011.During the year ended May 31, 2010 and 2009, the Company recorded an expense of $60,000 and $45,000, respectively.

On September 1, 2008 the Company entered into an agreement with EverAsia Financial Group, Inc. whereby the Company will pay to EverAsia Financial Group, Inc. $5,000 per month beginning September 1, 2008 and ending December 31, 2009 for management services. On December 31, 2009, the contract was extended until December 31, 2011.During the year ended May 31, 2010 and 2009, the Company recorded an expense of $60,000 and $45,000, respectively.

NOTE 5 - SHAREHOLDERS' EQUITY

During the years ended May 31, 2010 and 2009 the Company recorded imputed compensation of $2,000 and $6,500 for the services contributed by issued its President and its CFO (See Note 3).

F-7

On August 29, 2008 the Company entered into a related party sales and marketing agreement with the Yunnan Zhongsen Group, Ltd., or YZG, a Chinese company located in Kunming, Yunnan Province, People’s Republic of China, which caused them to become YZG’s exclusive sales and marketing agent worldwide. The Company receives a commission of 20% of global sales, payable each month based on the Company’s and YZG’s sales figures. On August 29, 2008, the effective date of the transaction, the Company issued 49,900,000 shares of common stock valued at $499,000 or $.01 per share the most recent cash offering price in exchange for the sales and marketing agreement. The Company has capitalized the value of the Sales and Marketing agreement. As of May 31, 2009 the Company has recorded an impairment on the agreement in the amount of $379,000. The Company issued 5,000,000 shares of common stock valued at $50,000 or $.01 per share as the finder’s fee. The Company expensed the value of the common stock issued at August 31, 2008 (See Note 2).

NOTE 6 – INCOME TAXES

The net deferred tax liability in the accompanying balance sheet includes the following amounts of deferred tax assets and liabilities:

	Years Ended May 31,
	2010		2009

Deferred tax liability	$	-	$	-
Deferred tax asset		-		-
Impairment of marketing agreement		125,979		135,487
Net Operating Loss Carryforward		76,940		67,439
Valuation allowance		(202,919)		(202,926)
Net deferred tax asset		-		-
Net deferred tax liability	$	-	$	-

The valuation allowance was established to reduce the deferred tax asset to the amount that will more likely than not be realized. This is necessary due to the Company’s continued operating losses and the uncertainty of the Company’s ability to utilize all of the net operating loss carryforwards before they will expire through the year 2030.

The net change in the valuation allowance for the year ended May 31, 2010 was a decrease of $7.

The components of income tax expense related to continuing operations are as follows:

	2010		2009
Federal
Current	$	-	$	-
Deferred		-		-
	$	-	$	-
State and Local
Current	$	-	$	-
Deferred		-		-
	$	-	$	-

The Company's income tax expense differed from the statutory rates (federal 34% and state 5.50%) as follows:

	Year Ended May 31,			Year Ended May 31,
	2010			2009

Statutory rate applied to earnings before income taxes:	$	(746)		$	(202,152)
Increase (decrease) in income taxes resulting from:
Change in deferred tax asset valuation allowance		(7	)		199,701
Other		753			2,451
Income Tax Expense	$	-		$	-

F-8

NOTE 7 - GOING CONCERN

The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the year ended May 31, 2010, the Company has a net loss of $1,982, used cash in operations of $15,511, and has an accumulated deficit of $547,763 as of May 31, 2010. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management continues to actively seek additional sources of capital to fund current and future operations. There is no assurance that the Company will be successful in continuing to raise additional capital and establish its business model. These financial statements do not include any adjustments that might result from the outcome of these uncertainties.

F-9

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

None

ITEM 9A(T). CONTROLS AND PROCEDURES

Evaluation of Disclosure 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 (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-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 are effective to ensure 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 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.

Management’s Annual Report on Internal Control over Financial Reporting.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but 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.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of May 31, 2010. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of May 31, 2010, the Company’s internal control over financial reporting was effective for the purposes for which it is intended.

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 Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended May 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our executive officers and directors and their ages as of July 16, 2010 are as follows:

Name	Age	Position	Date Appointed
Wang Li	50	President, Secretary, Chairman of the Board of Directors	August 29, 2008
Zhongping Zhou	36	Director	August 29, 2008
Jun Zou	41	Director	August 29, 2008
Nie Pin	50	Chief Operating Officer, Chief Executive Officer Director	August 29, 2008
Binquan Zhang	47	Chief Financial Officer	October 15, 2008
Jiansheng Li(1)	43	Director	August 29, 2008

Note (1): Effective August 20, 2009, Jiansheng Li resigned as Secretary of the Company. The resignation was for unspecified reasons but was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Effective August 20, 2009, Mrs. Wang Li was appointed to the additional position of Secretary. Prior to August 20, 2009, Mrs. Wang Li served as the President and Chairman of the Board of Directors of the Company

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

Wang Li, President, Secretary and Chairman of the Board

Ms. Wang is our President, Secretary and Chairman of the Board, as well as the president and owner of Yunnan Zhongsen Commercial Forest Plantation Group Inc., an agricultural corporation that specializes in the cultivation of Pu’er tea and other forest products in Yunnan Province, P.R. China. She is proficient in corporate management and computer technology. Ms. Wang’s other business ventures includes health care, catering and mineral exploration. Prior to joining our company, she worked for the Yunnan Commodity Administration Bureau from December, 1985 through October, 2007, when she chose to devote her full time and efforts to establishing the Yunnan Zhongsen Commercial Forest Plantation Group, Inc.

Zhou Zhongping, Independent Director

Mr. Zhou has broad interests in art and culture, which allows him to incorporate aspects of the arts with the culture of Pu’er tea. He currently serves as assistant secretary of Yunnan Zhongsen Commercial Forest Plantation Group Inc., and manager of Pu’er tea flagship shop in Kunming. In addition, Mr. Zhou works to improve shelter and water supply conditions for tea farmers as well as college students. He has a Bachelor of Arts degree from Tsingha University.

Zou Jun, Independent Director

Mr. Zou received his post-graduate education in California University and majored in International Law. Mr. Zou is an officer of Yunnan Zhongsen Commercial Forest Plantation Group Inc. He is also a professional Legal advisor who provides services including legal consultant, legal support and corporation structure design. He serves as Vice-president of Zhong Fa Attorney Affairs Office, and officer of Legal Daily. He is one of the pioneers who dealt with cases of sexual harassment in China, and was the first attorney who took Chinese traffic police to trial. Having been Securities Counsel to listed companies in China and legal consultant to the Journalism Committee for over 5 years, he brings his strong business ethics and knowledge of the private sector to the Company.

Pin Nie, Chief Executive Officer, Chief Operating Officer and Director

Mr. Nie is our Chief Executive Officer, Chief Operating Officer and a member of our Board of Directors. Mr. Nie is a an efficiency expert who successfully designed and presided over more than 100 cases involving sales and marketing programs to commonweal activities. Among his successes was the Vietnam 411 Cow Development Strategy, which improved the Vietnam milk import industry. He is also a writer and journalist who has had five of his works adapted to film. He is the Chief Designer of Yunnan Zhongsen Commercial Forest Plantation Group Inc. He is also an expert in business models and corporate structure reformation. He is currently engaged as president of Longfeng Advertisement Inc., and President of Yunnan Harmonious Cultural Spread Inc., and serves as the Director of China Pu’er International Inc. He brings his knowledge and talents of the private sector having been a multi-unit media manager and developer and as management design for over 15 years.

Binquan Zhang, Chief Financial Officer

Binquan Zhang received his post-graduate education in the Chinese Academy of Social Sciences and majored in Economics. Mr. Zhang serves as Chief Financial Officer of Zhong Sen International Tea Company. He is a certified public accountant with various work experience which includes his services as Chief Financial Officer in ZSIT effective as of October 15, 2008. As early as 1987, he started his work on accounting in Yunnan Tin Group. From 1987 to 1990, he worked as an Officer in the management department in Yunnan Tin Group and was mainly responsible for resources arrangement and financial affairs. From December of 1990 to the December of 1997, he was engaged as Financial Director, Financial Controller, as well as Chief Financial Officer in Yunnan at AiPhia Solder Corporation Ltd, a Sino-US joint venture company that specializes in the production of silver-based solder, solder copper, tin-lead solder. lead-free solder and flux in professional production. From 2001 to now, he was engaged as Chief Financial Officer of Kunming Pantong Co., Ltd , a company with registered capital of 200,000,000 RMB and specialized in real estate. In addition, he is also skilled in information technology and passed national computer rank examinations for the senior technician’s teams.

Li Jiansheng, Director

Mr. Li is our Director also serves as the General Executive Manager and Vice General Manager of Yunnan Zhongsen Commercial Forest Plantation Group Inc. He is a professional manager who is not only skilled at human resources management but also skilled at corporation structure management. From October of 1990 until January of 1996 he worked for the Forum Hotel Shenzhen. From February of 2001 until July of 2005 he worked for Kai Wah Plaza International Hotel Kunming as Resident General Manager. From August, 2005 to August, 2007 he worked at the Banyan Tree Ringha and the Banyan Tree Lijiang as Area Director of Human Resources for Yunnan, China & Interim Hotel Manager of BT Ringha. His knowledge and talent combined with his commitment to teamwork will contribute to our long term growth.

None of the officers or directors have any material plan, contract or arrangement to which an officer or director is a party or in which he or she participates that is entered into in connection with the triggering event or any grant or award to any such covered person under any such plan, contract or arrangement in connection with any such event.

Committees and Meetings

We do not have a standing audit committee of the Board of Directors. Management has determined not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 407(d) of Regulation S-K is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in its financial statements at this stage of its development.

Family Relationships

There are no family relationships between our director and executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, our sole director and officer has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” our sole director and officer has not been involved in any transactions with us or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Compliance With Section 16(A) Of The Exchange Act.

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and are required to furnish copies to the Company. To the best of the Company’s knowledge, no reports required to be filed were timely filed in fiscal year ended May 31, 2010.

Code of Ethics

We have adopted a Code of Ethics applicable to our Chief Executive Officer and Chief Financial Officer which has been filed previously.

ITEM 11. EXECUTIVE COMPENSATION

Compensation of Executive Officers

The following table sets forth information concerning the compensation for the fiscal years ended May 31, 2010 and May 31, 2009 of our directors and officers.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)		Bonus ($)	Stock Awards ($)		Option Awards ($)	Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)		Totals ($)
Wang Li	2010		0	0		0	0		0	0		0	0
President and	2009		0	0		0	0		0	0		0	0
Chairman

Jun Zou	2010		0	0		0	0		0	0		0	0
Director	2009		0	0		0	0		0	0		0	0

Nie Pin	2010		0	0		0	0		0	0		0	0
Chief Operating Officer,	2009		0	0		0	0		0	0		0	0
Chief Executive Officer
and Director

Jiansheng Li (1)	2010		0	0		0	0		0	0		0	0
Secretary and	2009		0	0		0	0		0	0		0	0
Director

Binquan Zhang	2010		0	0		0	0		0	0		0	0
Chief Financial	2009		0	0		0	0		0	0		0	0
Officer

Option Grants Table. There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table through May 31, 2010.

Aggregated Option Exercises and Fiscal Year-End Option Value Table. There were no stock options exercised during period ending May 31, 2010 by the executive officer named in the Summary Compensation Table.

Long-Term Incentive Plan (‘LTIP’) Awards Table. There were no awards made to a named executive officer in the last completed fiscal year under any LTIP.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

Employment Agreements

We do not have any employment agreements with our officers or directors currently.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding the ownership of our capital stock, as of July 16, 2010, for: (i) each director; (ii) each person who is known to us to be the beneficial owner of more than 5%of our outstanding common stock; (iii) each of our executive officers named in the Summary Compensation Table; and (iv) all of our current executive officers and directors of as a group. Except as otherwise indicated in the footnotes, all information with respect to share ownership and voting and investment power has been furnished to us by the persons listed. Except as otherwise indicated in the footnotes, each person listed has sole voting power with respect to the shares shown as beneficially owned.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class (1)

Common Stock	Wang Li No.145 Wenlin Street Wuhua District Kunming, Yunnan 650000 China	6,705,675	11.03%

Common Stock	Zhongping Zhou Nanhuan Road Jingzhou Disrict Jingzhou,Hubei 434100 China	30,000	0.05%

Common Stock	Nie Pin No.4,Unit# 4 No.96 Taoyuan Street West District Panzhihua, Sichuan 617000 China	130,000	0.21%

Common Stock	Jun Zou No.172,Jinbi Road Wuhua District Kunming, Yunnan 650000 China	10,000	0.02%


Common Stock	All officers and directors as a group (4) persons)	6,875,675	11.31%

Based on 60,000,000 shares of our common stock issued and outstanding as of July 16, 2010.

Securities authorized for issuance under equity compensation plans.

We have no equity compensation plans.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We currently use the offices of management at no cost to us.

During the years ended May 31, 2010 and 2009 the Company recorded imputed compensation of $2,000 and $6,500 for the services contributed by issued its President and its CFO.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

For our fiscal year ended May 31, 2010, we were billed approximately $11,134 for professional services rendered for the audit and reviews of our financial statements. For our fiscal year ended May 31, 2009, we were billed approximately $ 14,000 for professional services rendered for the audit and reviews of our financial statements.

Audit Related Fees

For our fiscal years ended May 31, 2010 and 2009 we did not incur any audit related fees.

Tax Fees

For our fiscal years ended May 31, 2010 and 2009, we were billed $0 and $0, respectively for professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended May 31, 2010 and 2009.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

-	approved by our audit committee; or

entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors. Our board of directors evaluated the fees for the fiscal year ended 2009 based on those paid in the fiscal year ended 2008 and therefore all of the above services and fees were reviewed and pre-approved by the entire board of directors before the respective services were rendered.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

a) Documents filed as part of this Annual Report

1. Financial Statements

2. Financial Statement Schedules: None.

3. Exhibits

Exhibit No.		Title of Document

14.1		Code of Ethics*

31.1		Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer

31.2		Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer

32.1		Section 1350 Certification of Chief Executive Officer

32.2		Section 1350 Certification of Chief Financial Officer

* Previously filed.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Zhong Sen International Tea Company

Date: July 16, 2010	By:	/s/ Wang Li
		Wang Li
		Chairman of the Board of Directors, President, Secretary

Date: July 16, 2010	By:	/s/ Nie Pin
		Nie Pin
		Chief Executive Officer, Chief Operating Officer

Date: July 16, 2010	By:	/s/ Binquan Zhang
		Binquan Zhang
		Chief Financial Officer, Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date

/s/ Wang Li	Chairman of the Board of Directors,	July 16, 2010
Wang Li	President, Secretary

/s/ Nie Pin	Chief Executive Officer and	July 16, 2010
Nie Pin	Chief Operating Officer

/s/ Binquan Zhang	Chief Financial Officer and	July 16, 2010
Binquan Zhang	Principal Accounting Officer

/s/Zhongping Zhou	Director	July 16, 2010
Zhongping Zhou

/s/Jun Zou	Director	July 16, 2010
Jun Zou

/s/Jiansheng Li	Director	July 16, 2010
Jiangsheng Li

TABLE OF CONTENTS

Part I Item 1. Description Of Business Item 1A. Risk Factors Item 2. Description Of Properties Item 3. Legal Proceedings Item 4. (removed and Reserved )Part II Item 5. Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Item 6. Selected Financial Data Item 7. Management S Discussion and Analysis Of Financial Conditions and Results Of Operations Item 7A. Quantitiative and Qualitative Disclousures About Market Risk Item 8. Financial Statements and Supplementary Data Note 1 - Summary Of Significant Accounting Policies and Organization Note 2 - Sales and Marketing Agreement with Related Party Note 3 Other Related Party Transactions Note 4 Consulting Agreements Note 5 - Shareholders' Equity Note 6 Income Taxes Note 7 - Going Concern Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9a(t). Controls and Procedures Part III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services Part IV Item 15. Exhibits, Financial Statement Schedules

TMGI 10-K Fiscal year ended May 31, 2010