China Forestry (OTC BB:CHFY)

CHFY sold its original operating subsidiary on December 14, 2010 and closed antoher reverse merger:

On July 15, 2010, the Company closed a reverse merger with Financial International (Hong Kong) Holdings Co. Limited (“FIHK”). FIHK has no other material operations except a series of contractual arrangements with Hanzhong Hengtai Bio-Tech Limited (“Hengtai”), a company organized and existing under the laws of the People’s Republic of China on October 22, 2003. Through the reverse merger, the Company acquired control of Hengtai, a company incorporated under the laws of the People’s Republic of China that is engaged in the plantation and sale of garden plants used in landscaping, such as Chinese Yews of the types Taxus chinensis var. mairei and Taxus media.

As of June 10, 2010, the Registrant entered into a Share Exchange Agreement with Financial International Holdings Co. Ltd., a company organized and existing under the laws of the Hong Kong SAR of the People’s Republic of China (“FIHK”); LIU, Shengli, the owner of 60% of the outstanding share capital of FIHK (“Liu”), and LI, Bin, the owner of 40% of the outstanding share capital of FIHK (“Li”) (Liu and Li collectively being the “Shareholders”), and Hanzhong Hengtai Bio-Tech Limited, a company organized and existing under the laws of the People’s Republic of China (“Hengtai”).

Hengtai is engaged in the business of Chinese Yew, Aesculus, Dove Tree and Dendrobium plantation. The breed of Chinese Yew and Dendrobium in the Company are endorsed by Ministry of Science & Technology of China under the China Spark Program. The paclitaxel extracted from yew is an anticancer medicine acknowledged in the world and it has obvious curative effect.

Under the terms of the share exchange agreement, CHFY will acquire 100% of all of the issued and outstanding share capital of FIHK from its shareholders in an exchange for 100,000,000 shares of newly issued common stock of the CHFY and a Convertible Note in the principal amount of $1.0 million, which note is convertible into 68,000,000 shares of common stock of CHFY. Pursuant to the Agreement, CHFY would acquire and operate FIHK and Hengtai as wholly-owned subsidiaries.