UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
Date of Report (Date of Earliest Event Reported): December 17, 2008
 
 
CHINA FORESTRY, INC.
(Exact Name of Registrant as Specified in Charter)
 
 
Nevada
(State or Other Jurisdiction of Incorporation)


0-25765
(Commission File Number)


87-0429748
(I.R.S. Employer Identification No.)


Room 517, No. 18 Building
Nangangjizhoing District, High-Tech Development Zone
Harbin, Heilongjiang Province, The People’s Republic of China
(Address of Principal Executive Offices) (Zip Code)


011-86 0451 87011257
(Registrant's Telephone Number, Including Area Code)


_____________________________________________
Former Name or Former Address, if changed since last report


 
 

 
This Current Report on Form 8-K is filed by China Forestry, Inc., a Nevada corporation (the “Registrant”), in connection with the items described below.

ITEM 8.01.      OTHER EVENTS

On December 17, 2008, the Registrant’s Board of Directors adopted and approved a Code of Ethics for directors, officers and employees of the Registrant.  A copy of the Code of Ethics is included as an exhibit to this report.

ITEM 9.01.      FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit
 
Description
 


 
SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

China Forestry, Inc.


By: /s/ Yuan Tian
Yuan Tian, Chief Executive Officer

DATED:  December 19, 2008
 

 

 
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Exhibit 10.1

December 2008


CHINA FORESTRY, INC.
CODE OF ETHICS

This China Forestry, Inc. Code of Ethics (this “Code”) applies to all officers, directors and employees of China Forestry, Inc. (the “Company”).  The Company expects all of its officers, directors and employees to act in accordance with the highest standards of personal and professional integrity in all aspects of their activities, to comply with all applicable laws, rules and regulations, to deter wrongdoing and abide by the policies and procedures adopted by the Company.

Accordingly, you agree to:

 
(a)
Engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 
(b)
Avoid conflicts of interest and to disclose to the Chairman of the Nominating and Corporate Governance Committee of the Company (or, if none, to the Board of Directors) any material transaction or relationship that reasonably could be expected to give rise to such a conflict;

 
(c)
Take all reasonable measures to protect the confidentiality of non-public information about the Company and its customers obtained or created in connection with your activities and to prevent the unauthorized disclosure of such information unless required by applicable law or regulation or legal or regulatory process;

 
(d)
Produce full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and other regulators and in other public communications made by the Company;

 
(e)
Comply with applicable governmental laws, rules and regulations, as well as the rules and regulations of self-regulatory organizations of which the Company is a member; and

 
(f)
Promptly report any possible violation of this Code of Ethics to the Chairman of the Nominating and Corporate Governance Committee of the Company.


You are prohibited from directly or indirectly taking any action to fraudulently influence, coerce, manipulate or mislead the Company’s independent public auditors for the purpose of rendering the financial statements of the Company or its subsidiaries misleading.
 
You understand that you will be held accountable for your adherence to this Code of Ethics. Your failure to observe the terms of this Code may result in disciplinary action, up to and including termination of employment.  Violations of this Code may also constitute violations of law and may result in civil and criminal penalties for you and/or the Company.
 
You are encouraged to contact the Chairman of the Nominating and Corporate Governance Committee of the Company when in doubt about, or if you have any questions regarding, the best course of action in a particular situation.  You are also encouraged to report violations of laws, rules regulations or this Code to the Chairman of the Nominating and Corporate Governance Committee of the Company, including, but not limited to, any concerns you have regarding the Company concerning fraud, accounting, internal accounting controls or auditing matters. You may choose to remain anonymous in reporting any possible violation of this Code.  The Company will not allow retaliation against anyone for reports made in good faith.
 
You should communicate any suspected violations of this Code promptly to the Chairman of the Nominating and Corporate Governance Committee of the Company. Violations will be investigated by the Board of Directors of the Company or by persons designated by the Board of Directors of the Company, and appropriate disciplinary action will be taken in the event of any violations of this Code, including termination of employment or, in the case of any director, refusal by the Nominating and Corporate Governance Committee (or the entire Board of Directors or another committee performing a similar function) to nominate such director for re-election if such director has not been previously terminated for cause.
 
Any waiver of this Code for any director or executive officer may be made only by the Board of Directors of the Company and must be disclosed either on a Current Report on Form 8-K within the period required by that Form 8-K or in any other manner permitted by the Securities and Exchange Commission or any securities exchange.


 
 

 
 
YOUR PERSONAL COMMITMENT TO THE CHINA FORESTRY, INC.
 
CODE OF ETHICS


I acknowledge that I have received and read the China Forestry, Inc. Code of Ethics, dated December, 2008, and understand my obligations as an officer, director and/or employee to comply with the Code of Ethics.
 
I understand that my agreement to comply with the Code of Ethics does not constitute a contract of employment.
 
 
Please sign here: ___________________________________________________            Date: ______________________         
 
 
Please print your name: ______________________________________________
 
 
 
This signed and completed form must be returned to your manager or designated human resources professional.

 

 

 
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