OMB
APPROVAL
OMB Number: 3235-0416
Expires:
March 31, 2007
Estimated average burden
Hours per response . . . .
182
|
Nevada
|
81-0592184
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
31
Dingjiang Road, Jianggan District, Hangzhou,
China
|
310016
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
Page
|
PART
I.
|
Financial
Information
|
3
|
Item 1. Unaudited Financial Statements | ||
|
||
Condensed Consolidated Balance Sheets as of March 31, 2006 (Unaudited) and December 31, 2005 |
4
|
|
|
||
Condensed Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2006 and 2005 (Unaudited) |
5
|
|
|
||
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2006 and 2005 (Unaudited) |
6
|
|
|
||
Notes to Condensed Consolidated Financial Statements as of March 31, 2006 (Unaudited) |
8
|
|
|
||
Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation |
20
|
|
|
||
Item 3. Controls and Procedures |
31
|
|
|
||
PART II. | Other Information |
31
|
|
||
Item 1. Legal Proceedings |
31
|
|
|
||
Item 4. Submission of Matters to a Vote of Security Holders |
31
|
|
|
||
Item 6. Exhibits and Reports on Form 8-K |
32
|
|
|
||
Signatures
|
32
|
ASSETS
|
|||||||
|
March
31, 2006
(Unaudited)
|
December
31,
2005
|
|||||
CURRENT
ASSETS
|
|||||||
Cash and cash equivalents | $ |
2,277,406
|
$
|
3,129,450
|
|||
Restricted cash
|
1,768,886
|
1,903,487
|
|||||
Accounts receivable, net of allowance for doubtful accounts of $386,688 and $386,688 | |||||||
as of March 31, 2006 and December 31, 2005, respectively
|
8,949,963
|
9,390,137
|
|||||
Notes receivable
|
3,219,062
|
3,323,076
|
|||||
Inventories
|
4,355,390
|
3,348,592
|
|||||
Due from related parties
|
67,361
|
54,120
|
|||||
Other receivables, prepaid expenses, and other assets
|
403,831
|
449,672
|
|||||
Due from employees
|
705,698
|
497,486
|
|||||
Prepayments for goods
|
547,678
|
316,960
|
|||||
Total current assets
|
22,295,275
|
22,412,980
|
|||||
Plant and equipment, net
|
11,860,934
|
11,987,572
|
|||||
Land use rights, net
|
2,150,555
|
1,755,440
|
|||||
Construction in progress
|
867,762
|
856,776
|
|||||
Patents, net
|
1,965,819
|
1,788,014
|
|||||
Due from employees |
587,548
|
616,440
|
|||||
Long term investments
|
218,605
|
218,605
|
|||||
Deposits
|
2,761,137
|
2,817,391
|
|||||
Deferred taxes
|
237,763
|
205,919
|
|||||
TOTAL
ASSETS
|
$
|
42,945,398
|
$
|
42,659,137
|
|||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|||||||
CURRENT
LIABILITIES
|
|||||||
Accounts payable
|
$
|
3,300,560
|
$
|
1,622,449
|
|||
Other
payables and accrued liabilities
|
2,501,213
|
3,003,233
|
|||||
Short term debt
|
18,757,785
|
21,450,710
|
|||||
Due to related parties
|
123,005
|
159,492
|
|||||
Taxes payable
|
72,012
|
38,722
|
|||||
Customer deposits
|
1,180,803
|
1,390,526
|
|||||
Due to employees |
117,928
|
493,492
|
|||||
Deferred taxes
|
121,438
|
106,279
|
|||||
Total current liabilities
|
26,174,744
|
28,264,903
|
|||||
LONG-TERM
LIABILITIES
|
|||||||
Long-term bank loan
|
3,742,048
|
3,717,380
|
|||||
Deferred taxes
|
470,007
|
387,316
|
|||||
Notes payable
|
2,120,494
|
-
|
|||||
Minority interests
|
3,632,229
|
3,565,431
|
|||||
Total long-term liabilities
|
9,964,778
|
7,670,127
|
|||||
TOTAL
LIABILITIES
|
36,139,522
|
35,935,030
|
|||||
SHAREHOLDERS’
EQUITY
|
|||||||
Common stock, $0.006 par value; 75,000,000 shares authorized; 25,000,000 shares | |||||||
issued and outstanding at March 31, 2006 and December 31, 2005,
respectively
|
150,000
|
150,000
|
|||||
Additional paid-in capital
|
3,293,323
|
3,293,323
|
|||||
Retained earnings (the restricted portion is $593,971 and $593,971 at March 31, 2006 | |||||||
and December 31, 2005, respectively)
|
3,151,031
|
3,136,495
|
|||||
Accumulated other comprehensive income
|
211,522
|
144,289
|
|||||
Total
Shareholders’ Equity
|
6,805,876
|
6,724,107
|
|||||
TOTAL
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
42,945,398
|
$
|
42,659,137
|
THREE
MONTHS ENDED MARCH 31,
|
|||||||
2006
|
2005
|
||||||
REVENUES
|
5,331,827
|
4,800,613
|
|||||
COST
OF GOODS SOLD
|
(2,983,114
|
)
|
(1,435,860
|
)
|
|||
GROSS
PROFIT
|
2,348,713
|
3,364,753
|
|||||
Selling and distribution |
(1,680,669
|
) |
(1,542,479
|
) | |||
General
and administrative
|
(647,210
|
)
|
(546,684
|
)
|
|||
Research
and development
|
(1,600
|
)
|
(120,823
|
)
|
|||
INCOME
FROM OPERATIONS
|
|||||||
19,234
|
1,154,767
|
||||||
OTHER
INCOME (EXPENSES)
|
|||||||
Interest expense, net
|
(269,605
|
)
|
(213,979
|
)
|
|||
Government grants
|
459,993
|
-
|
|||||
Gain on nonmonetary transaction
|
-
|
125,097
|
|||||
Other (loss) income, net
|
(31,145
|
)
|
68,240
|
||||
INCOME
FROM OPERATIONS BEFORE INCOME
TAXES
|
178,477
|
1,134,125
|
|||||
INCOME
TAXES
|
(97,143
|
)
|
(11,402
|
)
|
|||
INCOME
FROM CONTINUING OPERATIONS BEFORE MINORITY
INTERESTS
|
81,334
|
1,122,723
|
|||||
MINORITY
INTERESTS
|
(66,798
|
)
|
(375,997
|
)
|
|||
INCOME
FROM CONTINUING OPERATIONS
|
14,536
|
746,726
|
|||||
DISCONTINUED
OPERATION
|
|||||||
Gain
from disposition of discontinued operation
|
-
|
26,068
|
|||||
Income
from discontinued operation
|
-
|
161,341
|
|||||
GAIN
FROM DISCONTINUED OPERATION
|
-
|
187,409
|
|||||
NET
INCOME
|
14,536
|
934,135
|
|||||
OTHER
COMPREHENSIVE INCOME (LOSS)
|
|||||||
Foreign
currency translation gain (loss)
|
67,233
|
(2,296
|
)
|
||||
OTHER
COMPREHENSIVE INCOME (LOSS) BEFORE INCOME TAXES
|
67,233
|
(2,296
|
)
|
||||
INCOME
TAXES RELATED TO OTHER COMPREHENSIVE INCOME
|
(23,532
|
)
|
-
|
||||
OTHER
COMPREHENSIVE INCOME (LOSS), NET OF INCOME TAXES
|
43,701
|
(2,296
|
)
|
||||
COMPREHENSIVE
INCOME
|
$
|
58,237
|
$
|
931,839
|
|||
WEIGHTED
AVERAGE SHARES OUTSTANDING BASIC AND DILUTED
|
25,000,000
|
23,375,000
|
|||||
Income
per common share from continuing operations, basic and
diluted
|
$
|
0.00
|
$
|
0.03
|
|||
Income
per common share from gain from disposition of discontinued operation,
basic and diluted
|
$
|
0.00
|
$
|
0.01
|
|||
Income
per common share from income from discontinued operation, basic
and
diluted
|
$
|
0.00
|
$
|
0.00
|
|||
Net
income per common share, basic and diluted
|
$
|
0.00
|
$
|
0.04
|
For the Three Months Ended March 31,
|
|||||||
2006
|
2005
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
Net income
|
$
|
14,536
|
$
|
934,135
|
|||
Adjustments to reconcile net income to net cash provided by
operating
activities:
|
|||||||
Depreciation and amortization
|
385,226
|
352,571
|
|||||
Deferred taxes
|
65,091
|
(286,817
|
)
|
||||
Gain on nonmonetary transaction
|
-
|
(125,097
|
)
|
||||
Minority interests’ share of net income
|
66,798
|
375,997
|
|||||
Gain on disposal of discontinued operation
|
-
|
(26,068
|
)
|
||||
Changes
in operating assets and liabilities, net of effects of
acquisition:
|
|||||||
(Increase)
Decrease In:
|
|||||||
Accounts receivable
|
440,175
|
8,103
|
|||||
Inventories
|
(1,006,797
|
)
|
950,319
|
||||
Other receivables, prepaid expenses, and other assets
|
46,757
|
294,113
|
|||||
Prepayments for goods
|
(230,718
|
)
|
484,545
|
||||
Discontinued operation
|
-
|
423,351
|
|||||
Increase
(Decrease) In:
|
|||||||
Accounts payable
|
1,678,111
|
(1,230,830
|
)
|
||||
Other payables and accrued liabilities
|
(502,025
|
)
|
2,810,937
|
||||
Due to employees
|
(375,564
|
)
|
54,813
|
||||
Taxes payable
|
33,291
|
57,977
|
|||||
Customer deposits
|
(209,723
|
) |
577,821
|
||||
Discontinued operation
|
-
|
876,051
|
|||||
Net
cash provided by operating activities
|
405,158
|
6,531,921
|
|||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||||
Restricted cash
|
134,601
|
(2,667,432
|
)
|
||||
Purchases of plant and equipment
|
(201,395
|
)
|
(175,886
|
)
|
|||
Purchases of construction in progress
|
(10,987
|
)
|
|||||
Proceeds from disposal of discontinued operation, net of cash
sold
|
-
|
1,581,755
|
|||||
Purchase of land use right
|
(393,117
|
)
|
-
|
||||
Deposit for long term investment
|
(124,211
|
)
|
-
|
||||
Deposit for fixed assets
|
(56,531
|
)
|
-
|
||||
Notes receivable
|
104,014
|
(354,775
|
)
|
||||
Due from related parties
|
(13,240
|
)
|
-
|
||||
Due from employees
|
(179,320
|
)
|
(904,810
|
)
|
|||
Purchase of a subsidiary, net of cash acquired
|
-
|
(936,707
|
)
|
||||
Discontinued operation
|
-
|
224,141
|
|||||
Net
cash used in investing activities
|
(740,186
|
)
|
(3,233,714
|
)
|
|||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Repayments of short-term debt
|
(2,692,925
|
)
|
(228,927
|
)
|
|||
Proceeds from/(repayments of) notes payable
|
2,120,494
|
|
(631,815
|
)
|
|||
Proceeds from related parties
|
-
|
246,553
|
|||||
Repayment to related parties
|
(36,486
|
)
|
(1,348,910
|
)
|
|||
Discontinued operation
|
-
|
(1,666,084
|
)
|
||||
Net
cash used in financing activities
|
(608,917
|
)
|
(3,629,183
|
)
|
|||
DECREASE
IN CASH AND CASH EQUIVALENTS
|
(943,945
|
)
|
(330,976
|
)
|
For the Three Months Ended March 31,
|
|||||||
2006
|
2005
|
||||||
Effect of exchange rate changes on cash
|
91,901
|
(2,296
|
)
|
||||
Cash and cash equivalents at beginning of period
|
3,129,450
|
2,810,050
|
|||||
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
2,277,406
|
$
|
2,476,778
|
|||
SUPPLEMENTARY
CASH FLOW INFORMATION
|
|||||||
Income taxes paid
|
$
|
(6,296
|
)
|
$
|
(912
|
)
|
|
Interest paid
|
$
|
(261,327
|
)
|
$
|
(203,689
|
)
|
1. | During the three months ended March 31, 2006, a liability of $639,230 was settled by transferring equipment with a net book value of $514,133 resulting in a $125,097 gain. |
2. | During the three months ended March 31, 2006, $274,229 was transferred from deposits to patents. |
3. |
On
February 1, 2005, the Company purchased an additional 52% interest
in
Changzhou Fangyuan Pharmaceutical Co., Ltd. for $3,232,542. Thereafter,
Changzhou Fangyuan
Pharmaceutical
Co., Ltd. became a 66% owned subsidiary of the Company. The following
represents the assets purchased and liabilities assumed at
the acquisition
date:
|
Land use right, net
|
$
|
1,182,180
|
||
Patents, net
|
1,868,534
|
|||
Construction in progress
|
856,776
|
|||
Deposits
|
1,603,483
|
|||
Plant and equipment, net
|
8,354,078
|
|||
Cash and cash equivalents
|
2,295,835
|
|||
Accounts receivable, net
|
1,038,479
|
|||
Inventories, net
|
467,223
|
|||
Other receivables and prepayments
|
122,748
|
|||
Prepayments for goods
|
380,554
|
|||
Due from related parties
|
1,917,521
|
|||
Total
assets purchased
|
$
|
20,087,411
|
||
Short term bank loans
|
(8,667,193
|
)
|
||
Accounts payable
|
(370,371
|
)
|
||
Accrued expense
|
(459,159
|
)
|
||
Other payable and accrued liabilities
|
(1,007,904
|
)
|
||
Customer deposits
|
(112,373
|
)
|
||
Deferred taxes
|
(216,278
|
)
|
||
Long-term bank loans
|
(3,717,380
|
)
|
||
Total
liabilities assumed
|
$
|
(14,550,658
|
)
|
|
Total
net assets
|
$
|
5,536,753
|
||
Share
percentage
|
66
|
%
|
||
Net
assets acquired
|
$
|
3,654,257
|
||
Total
consideration paid (including the investments of $421,715 in prior
years)
|
$
|
3,654,257
|
(1) |
Effective
November 30, 2005, the Company implemented a 1 for 6.433138 reverse
stock
split prior to the closing of the agreement so that the Company’s
10,453,850 outstanding shares as of the date of the agreement then
represent 1,625,000 shares of common stock;
|
(2) |
The
Company issued and delivered to the shareholders of Earjoy an aggregate
of
23,375,000 shares of its post-reverse stock split common stock,
representing 93.5% of all of the Company’s issued and outstanding common
stock, in exchange for 100% of the outstanding capital of Earjoy;
|
Sales
|
Accounts
Receivable
|
|||||
Major
Customers
|
For
the Three Months Ended March
31, 2006
|
For
the Three Months Ended March
31, 2005
|
March
31,
2006
|
December
31,
2005
|
||
Company
A
|
2%
|
1%
|
3%
|
4%
|
||
Company
B
|
10%
|
3%
|
3%
|
11%
|
||
Company
C
|
10%
|
1%
|
11%
|
4%
|
||
Company
D
|
21%
|
12%
|
7%
|
7%
|
Purchase
|
Accounts
Payable
|
|||||
Major
Suppliers
|
For
the Three Months Ended March 31, 2006
|
For
the Three Months Ended March 31, 2005
|
March
31,
2006
|
December
31,
2005
|
||
Company
E
|
12%
|
12%
|
12%
|
11%
|
||
Company
F
|
8%
|
7%
|
3%
|
4%
|
March
31, 2006
|
December
31, 2005
|
||
Period
end RMB: US$ exchange rate
|
8.0170
|
8.0702
|
|
Average
yearly RMB: US$ exchange rate
|
8.0436
|
8.1734
|
Bank
acceptance notes
:
|
|||||||
|
March
31, 2006
(Unaudited)
|
December
31, 2005
|
|||||
Due
February 4, 2006
|
$ |
-
|
$ |
8,674
|
|||
Due
February 15, 2006
|
-
|
136,864
|
|||||
Due
March 11, 2006
|
-
|
6,196
|
|||||
Due
April 13, 2006
|
|
-
|
49,566
|
||||
Subtotal
|
$ |
-
|
$ |
201,300
|
|||
Notes
receivable from related companies:
|
|||||||
March
31,
2006(Unaudited)
|
December
31, 2005
|
||||||
Due
November 11, 2006
|
$ |
374,205
|
$ |
371,738
|
|||
Due
November 30, 2006
|
62,367
|
61,956
|
|||||
Due
December 2, 2006
|
124,735
|
123,913
|
|||||
Due
October 14, 2006
|
|
343,528
|
|
319,951
|
|||
Subtotal
|
$ |
904,835
|
$ |
877,558
|
|||
Notes
receivable from unrelated companies:
|
|||||||
|
March
31, 2006
(Unaudited)
|
December
31, 2005
|
|||||
Due
May 20, 2006
|
$ |
124,735
|
$ |
123,913
|
|||
Due
December 1, 2006
|
1,167,966
|
1,160,265
|
|||||
Due
December 31, 2006
|
1,021,526
|
960,040
|
|||||
Subtotal
|
2,314,227
|
2,244,218
|
|||||
Total
|
$
|
3,219,062
|
$
|
3,323,076
|
March
31, 2006
(Unaudited)
|
December
31,
2005
|
||||||
Raw
materials
|
$
|
1,028,342
|
$
|
735,017
|
|||
Work-in-progress
|
672,403
|
357,220
|
|||||
Finished
goods
|
2,530,257
|
1,788,025
|
|||||
Processing
materials
|
124,388
|
468,330
|
|||||
$
|
4,355,390
|
$
|
3,348,592
|
March
31, 2006
(Unaudited)
|
December
31,
2005
|
||||||
Current:
|
|||||||
Ningbo
Tianheng Pharmaceuticals Co., Ltd.
|
$
|
12,473
|
$
|
12,391
|
|||
Zhejiang
Guobang Veterinary Drug Co., Ltd.
|
54,888
|
41,729
|
|||||
Total
due from related parties
|
$
|
67,361
|
$
|
54,120
|
March
31, 2006
(Unaudited)
|
December
31,
2005
|
||||||
Merlin
Green Canada Inc.
|
$
|
26,360
|
$
|
136,593
|
|||
Jin’ou
Group
|
23,051
|
22,899
|
|||||
Zhejiang
Guobang Veterinary Drug Co., Ltd.
|
73,594
|
-
|
|||||
Total
due to related parties
|
$
|
123,005
|
$
|
159,492
|
March
31, 2006
(Unaudited)
|
December
31,
2005
|
||||||
Current | $ |
705,698
|
$
|
497,486
|
|||
Long-term
|
587,548
|
616,440
|
|||||
Total
due from employees
|
$
|
1,293,246
|
$
|
1,113,926
|
March
31, 2006
(Unaudited)
|
December
31,
2005
|
||||||
Current
|
$
|
117,928
|
$
|
493,492
|
|||
Total
due to employees
|
$
|
117,928
|
$
|
493,492
|
Total
consideration paid (including previous investment)
|
$
|
3,654,257
|
Fair
value of assets acquired
|
(18,309,680)
|
|
Fair
value of liabilities assumed
|
9,603,434
|
|
Negative
goodwill
|
(5,051,989)
|
|
Negative
goodwill applied to a patent
|
5,051,989
|
|
Total
|
$
|
5,051,989
|
Net
income
|
$
|
932,110
|
Net
income per share, basic and diluted
|
$
|
0.04
|
March
31, 2006
(Unaudited)
|
December
31, 2005
|
||||||
At
cost:
|
|||||||
Buildings
|
$
|
7,005,014
|
$
|
6,944,082
|
|||
Machinery
|
7,947,663
|
7,832,139
|
|||||
Motor vehicles
|
611,682
|
607,649
|
|||||
Office equipment
|
591,697
|
573,220
|
|||||
Leasehold improvements
|
368,453
|
366,024
|
|||||
16,524,509
|
16,323,114
|
||||||
Less:
Accumulated depreciation
|
|||||||
Buildings
|
1,146,174
|
1,089,490
|
|||||
Machinery
|
2,787,383
|
2,582,907
|
|||||
Motor vehicles
|
355,267
|
332,125
|
|||||
Office equipment
|
320,299
|
293,561
|
|||||
Leasehold improvements
|
54,452
|
37,459
|
|||||
4,663,575
|
4,335,542
|
||||||
Plant
and equipment, net
|
$ |
11,860,934
|
$ |
11,987,572
|
March
31, 2006
(Unaudited)
|
December
31, 2005
|
||||||
Cost
|
$
|
2,301,792
|
$
|
1,896,092
|
|||
Less:
Accumulated amortization
|
151,237
|
140,652
|
|||||
Land
use rights, net
|
$
|
2,150,555
|
$
|
1,755,440
|
2006
within one year
|
$
|
35,522
|
||
2007
|
47,362
|
|||
2008
|
47,362
|
|||
2009
|
47,362
|
|||
2010
|
47,362
|
|||
Thereafter
|
1,925,585
|
|||
Total
|
$
|
2,150,555
|
March
31, 2006
(Unaudited)
|
December
31, 2005
|
||||||
Cost
|
$
|
2,468,307
|
$
|
2,194,078
|
|||
Less:
Accumulated amortization
|
502,488
|
406,064
|
|||||
Patents,
net
|
$
|
1,965,819
|
$
|
1,788,014
|
2006
within one year
|
$
|
331,104
|
||
2007
|
331,104
|
|||
2008
|
275,830
|
|||
2009
|
275,606
|
|||
2010
|
225,712
|
|||
Thereafter
|
526,463
|
|||
Total
|
$
|
1,965,819
|
March
31,
2006
(Unaudited)
|
December
31,
2005
|
||||||
Deposits
for patent
|
$
|
623,051
|
$
|
910,138
|
|||
Deposits
for plant and equipment
|
1,106,827
|
1,003,930
|
|||||
Deposits
for land use right
|
341,999
|
341,999
|
|||||
Deposits
for acquisition
|
689,260
|
561,324
|
|||||
Total
|
$
|
2,761,137
|
$
|
2,817,391
|
Ownership
Interest
|
March
31,
2006
(Unaudited)
|
Ownership
Interest
|
December
31,
2005
|
||||||||||
At
cost:
|
|||||||||||||
Hangzhou
Longde Medical Machinery Co., Ltd.
|
10.6%
|
|
$
|
97,790
|
10.6%
|
|
$
|
97,790
|
|||||
Zhejiang
Anglikang Pharmaceutical Co., Ltd.
|
4.25%
|
|
120,815
|
4.25%
|
|
120,815
|
|||||||
$
|
218,605
|
$
|
218,605
|
March
31,
2006
(Unaudited)
|
December
31,
2005
|
||||||
Loan
from Industrial and Commercial Bank of China Qingchun Branch, due
July 24,
2006, monthly interest only payments at 5.115% per annum, secured
by
assets owned by the Company.
|
$
|
743,476
|
$
|
743,476
|
|||
Loan
from Industrial and Commercial Bank of China Qingchun Branch, due
August
1, 2006, monthly interest only payments at 5.115% per annum, secured
by
assets owned by the Company.
|
867,389
|
867,389
|
|||||
Loan
from Industrial and Commercial Bank of China Qingchun Branch, due
August
8, 2006, monthly interest only payments at 5.115% per annum, secured
by
assets owned by the Company.
|
774,454
|
774,454
|
|||||
Loan
from Industrial and Commercial Bank of China Qingchun Branch, due
August
21, 2006, monthly interest only payments at 5.115% per annum, secured
by
assets owned by the Company.
|
623,675
|
619,563
|
|||||
Loan
from Hangzhou Commercial Bank Gaoxin Branch due April 25, 2006, monthly
interest only payments at 5.115% per annum, guaranteed by Hangzhou
Jinou
Group and Xinchang Guobang Chemicals Co., Ltd.. (subsequently repaid
on
its due date)
|
1,239,127
|
1,239,127
|
|||||
Loan
from Bank of China Kaiyuan Branch due April 17, 2006, monthly interest
only payments at 5.58% per annum, guaranteed by Xinchang Guobang
Chemicals
Co., Ltd. And Qiu Jiajun & Jin Biao (subsequently repaid on its due
date)
|
1,239,127
|
1,239,127
|
Loan
from Industrial Bank due September 26, 2006, monthly interest only
payments at 5.115% per annum, respectively, guaranteed by Jin’ou Group
|
1,239,127
|
1,239,127
|
|||||
Loan
from Industrial and Commercial Bank of China, due April 10, 2006
monthly
interest only payments at 4.575% per annum, secured by assets owned
by the
Company. (subsequently repaid on its due date)
|
1,115,214
|
1,115,214
|
|||||
Loan
from China Development Bank Haikou Branch, due November 24, 2006,
monthly
interest only payments at 5.115% per annum, guaranteed by Haikou
Assure
Investment Ltd.
|
347,259
|
371,738
|
|||||
Loan
from China Citic Bank Hangzhou Branch, due January 1, 2006, monthly
interest only payments at 4.785% per annum, guaranteed by Xinchang
Guobang
Chemicals Co., Ltd. (subsequently repaid on its due date)
|
-
|
619,563
|
|||||
Loan
from Changzhou Commercial Bank, due February 15, 2006, monthly interest
only payments at 6.51% per annum, guaranteed by Changzhou High-tech
Development Co. Ltd. (subsequently repaid on its due date)
|
-
|
619,563
|
|||||
Loan
from Huaxia Bank Wenhui Branch due March 16, 2006, monthly interest
only
payments at 4.8825% per annum, guaranteed by Xinchang Guobang Chemicals
Co., Ltd. and Ningbo Tianheng Pharm. Co. Ltd. (subsequently repaid
on its
due date)
|
-
|
743,476
|
|||||
Loan
from China Citic Bank Hangzhou Branch, due January 22, 2006, monthly
interest only payments at 4.785% per annum, guaranteed by Xinchang
Guobang
Chemicals Co., Ltd. (subsequently repaid on its due date)
|
-
|
495,651
|
|||||
Loans
from Changzhou Commercial Bank, due April 15, 2006 and January 21,
2006,
respectively, monthly interest only payments at 6.975% per annum,
guaranteed by Changzhou High-tech Development Co. Ltd.
|
3,118,373
|
3,097,817
|
|||||
Total
short-term bank loans
|
11,307,221
|
13,785,285
|
Notes
payable to unrelated companies:
|
March
31,
2006
(Unaudited)
|
December
31,
2005
|
|||||
Due January 4, 2006
|
-
|
146,261
|
|||||
Due April 5, 2006
|
311,837
|
309,781
|
|||||
Due April 20, 2006 |
311,837
|
309,781
|
|||||
Due April 29, 2006
|
748,410
|
743,476
|
|||||
Due May 1, 2006
|
1,247,349
|
1,239,127
|
|||||
Due May 9, 2006
|
147,332
|
146,361
|
|||||
Due May 25, 2006
|
1,247,349
|
1,239,127
|
|||||
Due August 31, 2006
|
1,372,085
|
1,363,039
|
|||||
Due November 30, 2006
|
2,064,365
|
2,168,472
|
|||||
Total
notes payable
|
7,450,564
|
7,665,425
|
|||||
Total
short-term debt
|
$
|
18,757,785
|
$
|
21,450,710
|
March
31,
2006
(Unaudited)
|
||||
Due February 20, 2009, at 1% per annum, unsecured | $ | 1,247,349 | ||
Due
December 31, 2009, monthly interest only payments at 6.03% per
annum, guaranteed by Changzhou Donghong Bio-Pharmaceutical
Technology Co., Ltd.
|
873,145 | |||
Total | $ | 2,120,494 |
For
the Three
Months
Ended
March
31, 2005
(Unaudited)
|
||||
Revenue
|
$
|
3,776,980
|
||
Cost
of goods sold
|
(3,544,336
|
)
|
||
Gross
profit
|
232,644
|
|||
Selling
and distribution
|
(37,254
|
)
|
||
General
and administrative
|
(26,679
|
)
|
||
Interest
expense
|
(7,370
|
)
|
||
Income
tax expense
|
-
|
|||
Net
income
|
$
|
161,341
|
|
March
31, 2005 (date of disposal)
(Unaudited)
|
|||
Cash
and cash equivalents
|
$
|
21,778
|
||
Other
current assets
|
3,601,410
|
|||
Non-current
assets
|
1,245,583
|
|||
Current
liabilities
|
(4,668,677
|
)
|
||
Total
net assets of the discontinued operation
|
$
|
200,094
|
Period
Ending March 31
|
Amount
|
|||
2006
|
89,723
|
|||
2007
|
69,854
|
|||
2008
|
69,854
|
|||
2009
|
69,854
|
|||
2010
|
69,854
|
|||
Thereafter
|
110,601
|
|||
Total
|
$
|
479,740
|
Period
Ending March 31,
|
Amount
|
|||
2006
|
$
|
979,201
|
a) |
Earjoy
Group Limited, (“Earjoy”)
|
b) |
Hangzhou
Aida Pharmaceutical Co., Ltd (“Hangzhou
Aida”);
|
c) |
Hangzhou
Boda Medical Research and Development Co., Ltd.
(“Boda”);
|
d) |
Hainan
Aike Pharmaceutical Co., Ltd. (“Aike”)
and;
|
e) |
Changzhou
Fangyuan Pharmaceutical Co., Ltd.
(“Fangyuan”)
|
Product
|
Produced
By
|
Specification
|
Standard/Category
|
Etimicin
Sulfate Injection Powder
|
Aida
|
50mg,
100mg, 150mg
|
National
Category-A
|
Etimicin
Sulfate Injection liquid
|
Fangyuan
|
1ml,
2ml
|
National
Category-A
|
Etimicin
Sulfate for transfusion
|
Aike
|
100ml(with
100mg/200mg)
|
National
Category-D
|
(i)
|
respiratory
infection, such as acute bronchitis, acute onset of chronic bronchitis
and
pulmonary infections;
|
(ii)
|
kidney
and urinogenital infection, such as acute pyelonephritis or acute
onset of
chronic cystitis;
|
(iii)
|
soft
skin tissue infection; and
|
(iv)
|
trauma
and operations (before and after) preventive uses.
|
Ø |
5-Deoxy-Fluorordine.
Aida
has developed a new liquid for injection type of drug generated from
5-fluroruacil that has displayed better anticancer results and fewer
side
effects. This new product has been under clinical testing since 1998.
Test
results showed that it has only nominal side effects, a broad spectrum
and
is highly effective. The Company has applied for production approval
of
5-deoxy-fluororidine for injection from State Food and Drug Administration
in the PRC. This new drug will have a 6-year protection period once
the
approval is obtained.
|
Ø |
Apoptotic
Factor (rh-Apo2l).
Rh-Apo2l is
being evaluated in a Phase I trial as a potential cancer therapeutic.
The
Phase I clinical trials are expected to be completed at the end of
April
2006. Shanghai Qiaer Bio-Technology, which is acquired by Hangzhou
Aida,
has applied for three patents from the Chinese government authority.
One
patent has been granted and the other two are currently in process.
We
plans to complete the second and third stage clinical trials in the
second
half of 2007 and get production approval in the second half of
2008.
|
Ø |
Methylcanthatidinimide
For Injection. It
is another new drug being developed by Fangyuan used for cancer treatment.
It will be a Category B new drug. The clinical tests are expected
to be
completed by the first half of 2008 and the production is expected
to
begin by the end of 2009.
|
Ø |
SYO2.
Hangzhou Aida has created one medicine extracted from herbal essence,
called SYO2 that has exhibited bioactivity for brain anti-thrombosis.
The
drug, developed solely by an aligned research center of Hangzhou
Aida, has
shown to be safe, effective and without side effects. It is believed
that
stroke patients treated by SYO2 would be fully recovered after
administration of the drug. Aida has completed SYO2’s pharmacological
study and has applied for a patent. The Company plans to apply for
clinical tests within the next 18 months. Hangzhou Aida intends to
apply
for production approval by the end of 2010.
|
Ø |
The
demand for international quality drugs by the Chinese populace has
historically increased as per capita income and the standard of living
increase continually;
|
Ø |
The
sale of Hangzhou Aida’s Etimicin sulfate is estimated to grow continuously
for the next three years after several years of market
development;
|
Ø |
Aida
is now planning to build up international business relationship with
global players gradually in future. The international markets should
increase the sales growth;
|
Ø |
Aida
has achieved a monopoly status in this industry, with all types of
Etimicin products and from the material chain to the final product
chain.
This is a significant and unique advantage of Aida
and
|
a)
|
adequacy
of raw materials, supplies and packaging materials;
|
b)
|
efficiency
each individual production process; and
|
c)
|
physical
conditions of equipment, parts and
consumables.
|
1. | Hangzhou Aida Pharmaceutical Co., Ltd. Constructed according to national Good Manufacturing Practice (“GMP”) standards, this plant occupies an area of approximately 17,330 square meters and has an annual production capacity of approximately 15 million powder doses, 150 million capsules and 200 million tablets. |
2. | Changzhou Fangyuan Pharmaceutical Co., Ltd. Constructed according to national Good Manufacturing Practice (“GMP”) standards, this plant occupies an area of approximately 80,000 square meters and has an annual production capacity of approximately 7.5 million liquid doses and 3200 kilograms of Etimicin base. |
3.
|
Hainan
Aike Pharmaceutical Co., Ltd.
Constructed according to national Good Manufacturing Practice (“GMP”)
standards, this plant occupies an area of approximately 3,900 square
meters and has an annual production capacity of approximately 12
million
bottles of transfusion
preparations.
|
1. | Persuasive evidence of an arrangement exists; |
2. | Delivery has occurred or services have been rendered; |
3.
|
The seller's price to the buyer is fixed or determinable; and |
4. | Collectibility is reasonably assured. |
Three
months Ended March 31,
|
|||||||
2006
|
2005
|
||||||
Revenues
|
100.00
|
%
|
100.00
|
%
|
|||
Cost
of goods sold
|
(55.95
|
)%
|
(29.91
|
)%
|
|||
Gross
margin
|
44.05
|
%
|
70.09
|
%
|
|||
Research
and development
|
(0.03
|
)%
|
(2.52
|
)%
|
|||
Selling
and distribution
|
(31.52
|
)%
|
(32.13
|
)%
|
|||
General
and administrative
|
(12.14
|
)%
|
(11.39
|
)%
|
|||
Other
income (expense)
|
2.98
|
%
|
(0.42
|
)%
|
|||
Income
taxes
|
(1.82
|
)%
|
(0.24
|
)%
|
|||
Minority
interests
|
(1.25
|
)%
|
(7.83
|
)%
|
|||
Gain
from discontinued operation
|
0.00
|
%
|
3.90
|
%
|
|||
Net
income
|
0.27
|
%
|
19.46
|
%
|
Three
months ended March 31,
|
||||||||||
Companies
|
2006
|
2005
|
Increase/
(Decrease)
|
|||||||
Hangzhou
Aida Pharmaceutical
Co.,
Ltd (“Hangzhou Aida”) specializes
in
the production of Etimicin
powder
|
$
|
1,332,506
|
$
|
2,521,965
|
$
|
(1,189,459
|
)
|
|||
Hainan
Aike pharmaceutical
Co.,
Ltd (“Aike”) specializes
in
the production of Etimicin
transfusion
|
3,063,184
|
1,774,131
|
1,289,053
|
|||||||
Hangzhou
Boda Medical Research and Development Co., Ltd.(“Boda”)
|
-
|
-
|
-
|
|||||||
Changzhou
Fangyuan Pharmaceutical Co.,
Ltd.
(“Fangyuan”) specializes
in
the production of Etimicin
injection
|
936,137
|
504,517
|
431,620
|
|||||||
TOTAL
|
$
|
5,331,827
|
$
|
4,800,613
|
$
|
531,214
|
Three
months ended March 31,
|
||||||||||
Companies
|
2006
|
2005
|
Increase/
(Decrease)
|
|||||||
Hangzhou
Aida Pharmaceutical Co. Ltd (“Hangzhou Aida”) specializes in the
production of Etimicin powder
|
$
|
382,950
|
$
|
589,861
|
$
|
(206,911
|
)
|
|||
Hainan
Aike pharmaceuticalCo. Ltd (“Aike”) specializesin the production of
Etimicin
transfusion
|
1,785,339
|
755,558
|
1,029,781
|
|||||||
Hangzhou
Boda Medical Research and Development Co., (“Boda”)
|
-
|
-
|
-
|
|||||||
Changzhou
Fangyuan Pharmaceutical
Ltd.
(“Fangyuan”) specializesin the production of Etimicininjection
|
814,825
|
90,441
|
724,384
|
|||||||
TOTAL
|
$
|
2,983,114
|
$
|
1,435,860
|
$
|
1,547,254
|
Three
months ended March
31,
|
||||||||||
Breakdown
of Expenses
|
2006
|
2005
|
Increase/
(Decrease)
|
|||||||
Traveling
expenses
|
$
|
487,849
|
401,564
|
$
|
86,285
|
|||||
Sale
commissions
|
217,376
|
287,026
|
(69,650
|
)
|
||||||
Office
expenses
|
224,165
|
211,471
|
12,694
|
|||||||
Payroll
|
94,424
|
77,312
|
17,112
|
|||||||
Conference
fees
|
69,188
|
117,325
|
(48,137
|
)
|
||||||
Rent
|
68,136
|
27,173
|
40,963
|
|||||||
Entertainment
|
53,087
|
52,887
|
200
|
|||||||
Other
expenses
|
220,208
|
219,038
|
1,170
|
|||||||
Advertising
expenses
|
246,236
|
148,683
|
97,553
|
|||||||
TOTAL
|
$
|
1,680,669
|
$
|
1,542,479
|
$
|
138,190
|
Three
months ended March 31,
|
||||||||||
Breakdown
of Expenses
|
2006
|
2005
|
Increase/
(Decrease)
|
|||||||
Traveling
expenses
|
$
|
63,216
|
47,108
|
$
|
16,108
|
|||||
Office
expenses
|
27,660
|
41,073
|
(13,413
|
)
|
||||||
Payroll
|
117,810
|
109,254
|
8,556
|
|||||||
Conference
fees
|
0
|
6,797
|
(6,797
|
)
|
||||||
Rent
|
448
|
5,595
|
(5,147
|
)
|
||||||
Consultancy
fees
|
77,407
|
12,177
|
65,230
|
|||||||
Entertainment
|
36,287
|
22,955
|
13,332
|
|||||||
Other
expenses
|
137,628
|
186,306
|
(48,678
|
)
|
||||||
Depreciation
|
151,884
|
75,487
|
76,397
|
|||||||
Social compensation |
34,870
|
39,932
|
(5,062
|
) | ||||||
TOTAL
|
$
|
647,210
|
$
|
546,684
|
$
|
100,526
|
Three
months Ended March 31,
|
||||||||||
Breakdown
of other income/(expenses)
|
2006
|
2005
|
Increase/
(Decrease)
|
|||||||
Interest
expense, net
|
$
|
(269,605
|
)
|
$
|
(213,979
|
)
|
$
|
(55,626
|
)
|
|
Government
grants
|
459,993
|
-
|
459,993
|
|||||||
Gain
from nonmonetary transaction
|
-
|
125,097
|
(125,097
|
)
|
||||||
Other
(expense) income, net
|
(31,145
|
)
|
68,240
|
(99,385
|
)
|
|||||
TOTAL
|
$
|
159,243
|
$
|
(20,642
|
)
|
$
|
179,885
|
Date | Form | Items Reported |
1-11-06 | 8-K/A | 2.01, 3.02, 5.01, 5.02, 5.03, 5.06 and 9.01 |
2-2-06 | 8-K | 4.01 and 9.01 |
2-27-06 | 8-K | 5.02 |
3-7-06 | 8-K | 5.02 and 9.01 |
4-14-06 | 8-K | 2.02 and 9.01 |
Exhibit No. | Title of Document | Location |
31.1 | Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Attached |
31.2 | Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Attached |
32.1 |
Certification of the Principal Executive Officer
pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002*
|
Attached |
32.2 |
Certification of the Principal Financial Officer
pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002*
|
Attached |
Date: May, 2006 | ||
/s/ Biao Jin | ||
Mr. Biao Jin | ||
Chief Executive Officer | ||
Date: May , 2006 | ||
/s/ Hui Lin | ||
Ms. Hui Lin | ||
Chief Financial Officer |