JINZANGHUANG TIBET PHARMACEUTICALS, INC. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - JINZANGHUANG TIBET PHARMACEUTICALS, INC.	Financial_Report.xls
EX-31.1 - RULE 13A-14(A) CERTIFICATION ? CEO - JINZANGHUANG TIBET PHARMACEUTICALS, INC.	jinsan10qexh311.htm
EX-31.2 - RULE 13A-14(A) CERTIFICATION ? CFO - JINZANGHUANG TIBET PHARMACEUTICALS, INC.	jinsan10qexh312.htm
EX-32.1 - RULE 13A-14(B) CERTIFICATION - JINZANGHUANG TIBET PHARMACEUTICALS, INC.	jinsan10qexh321.htm

U. S. Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2012

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

For the transition period from _____ to _____

Commission File No. 0-53254


JINZANGHUANG TIBET PHARMACEUTICALS, INC. (Name of Registrant in its Charter)

Delaware	26-2443288
(State of Other Jurisdiction of incorporation or organization)	(I.R.S.) Employer I.D. No.)

Leling Economic Development Zone, Kaiyuan East Blvd., Dezhou, Shandong Province, P.R. China 253600
(Address of Principal Executive Offices)

Issuer's Telephone Number: 86-534-2111-962

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 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 [ ]

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 (§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 [X] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [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. (Check One)

Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company [X]

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:

May 17, 2012

Common Voting Stock: 40,665,063

JINZANGHUANG TIBET PHARMACEUTICALS, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE FISCAL QUARTER ENDED MARCH 31, 2012

TABLE OF CONTENTS

		Page No
Part I	Financial Information
Item 1.	Financial Statements (unaudited):
	Condensed Consolidated Balance Sheets – March 31, 2012 and June 30, 2011	2
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended March 31, 2012 and 2011	3
	Condensed Consolidated Statements of Cash Flows – for the Nine Months Ended March 31, 2012 and 2011	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3	Quantitative and Qualitative Disclosures about Market Risk	14
Item 4.	Controls and Procedures	14

Part II	Other Information
Item 1.	Legal Proceedings	14
Items 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults upon Senior Securities	15
Item 4.	Mine Safety Disclosures	15
Item 5.	Other Information	15
Item 6.	Exhibits	16

JINZANGHUANG TIBET PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

ASSETS
	March 31,		June 30,
	2012		2011
CURRENT ASSETS:
Cash	$	6,863,531	$	2,176,655
Accounts receivable		903,220		482,263
Due from related party		266,322		265,102
Contract deposit		-		135,376
Prepaid expenses and other current assets		4,016		24,744
Deferred tax assets		10,974		91,177
TOTAL CURRENT ASSETS		8,048,063		3,175,317

Property and equipment, net of accumulated depreciation		406,784		409,554
Intangible assets, net of accumulated amortization		190,537		188,739

TOTAL ASSETS	$	8,645,384	$	3,773,610


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Due to related party	$	36,630	$	35,910
Accrued expenses and other current liabilities		625,321		526,510

TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES		661,951		562,420

STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value, 300,000,000 shares authorized, 40,665,063 and 40,665,063 shares issued and outstanding at March 31, 2012 and June 30, 2011, respectively		40,665		40,665
Additional paid-in capital		1,264,427		1,264,427
Retained earnings		6,050,478		1,644,015
Accumulated other comprehensive income		230,261		100,657

TOTAL STOCKHOLDERS' EQUITY OF THE COMPANY		7,585,831		3,049,764

Non-controlling interests		397,602		161,426

TOTAL STOCKHOLDERS' EQUITY		7,983,433		3,211,190

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	8,645,384	$	3,773,610
The accompanying notes are an integral part of these condensed consolidated financial statements.

JINZANGHUANG TIBET PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)


		Three Months Ended March 31,				Nine Months Ended March 31,
		2012		2011		2012		2011
REVENUE
Pharmaceutical products	$	-	$	-	$	-	$	26,997
Services		2,712,438		1,329,240		7,936,203		1,881,954
		2,712,438		1,329,240		7,936,203		1,908,951
COST OF SALES
Pharmaceutical products		-		-		-		24,594
Services		442,447		63,436		1,117,628		132,013
Business and sales related tax		152,552		-		430,694		-
		594,999		63,436		1,548,322		156,607

GROSS PROFIT		2,117,439		1,265,804		6,387,881		1,752,344

COSTS AND EXPENSES
General and administrative expenses		128,483		113,489		315,636		212,226
OPERATING INCOME		1,988,956		1,152,315		6,072,245		1,540,118

OTHER INCOME		6,583		-		13,986		-

INCOME BEFORE INCOME TAX		1,995,539		1,152,315		6,086,231		1,540,118

INCOME TAX		578,288		289,451		1,451,583		389,511

NET INCOME		1,417,251		862,864		4,634,648		1,150,607

LESS: NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS		70,813		43,697		228,184		58,134

NET INCOME ATTRIBUTABLE TO THE COMPANY		1,346,438		819,167		4,406,464		1,092,473

OTHER COMPREHENSIVE INCOME
Foreign currency translation gain, net of tax		1,528		21,289		129,604		61,227

COMPREHENSIVE INCOME		1,347,966		840,456		4,536,068		1,153,700

LESS: OTHER COMPREHENSIVE INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS		1,588		3,438		7,992		30,019

COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY	$	1,346,378	$	837,018	$	4,528,076	$	1,123,681

Basic and diluted earnings per common share	$	0.03	$	0.02	$	0.11	$	0.03

Weighted average number of shares outstanding		40,665,063		40,665,063		40,665,063		40,665,063

The accompanying notes are an integral part of these condensed consolidated financial statements.

JINZANGHUANG TIBET PHARMACEUTICALS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)


	NINE MONTHS ENDED MARCH 31,
	2012		2011
OPERATING ACTIVITIES:
Net income	$	4,634,648	$	1,150,607
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		16,887		14,320
Amortization of long-term contract		-		11,415
Deferred tax		81,545		6,080
Changes in operating assets and liabilities:
Accounts receivable		(407,993)		(513,867)
Inventory		-		25,005
Advance to supplier		-		(7,610)
Contract deposit		149,262		-
Prepaid expenses and other current assets		-		(43,009)
Accrued expenses and other current liabilities		99,700		334,673
NET CASH PROVIDED BY OPERATING ACTIVITIES		4,574,049		977,614

INVESTING ACTIVITIES:
Due from related party		7,440		-
Acquisition of property and equipment		-		(3,364)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		7,440		(3,364)

EFFECT OF EXCHANGE RATE ON CASH		105,387		20,498

INCREASE IN CASH		4,686,876		994,748

CASH - BEGINNING OF PERIOD		2,176,655		42,184

CASH - END OF PERIOD	$	6,863,531	$	1,036,932

Supplemental disclosures of cash flow information:
Cash paid for income tax	$	1,284,289	$	100,447

The accompanying notes are an integral part of these condensed consolidated financial statements.

JINZANGHUANG TIBET PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2012 AND 2011

(Unaudited)

1 BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES

Business description

Jinzanghuang Tibet Pharmaceuticals, Inc. (“the Company”) is engaged in providing consulting services to facilitate the distribution of Tibetan pharmaceutical and nutraceutical products in the People’s Republic of China (“PRC”). The Company’s operations are carried out through Beijing Taibodekang Consulting Co., Ltd. (“BTC”) and Leling Jinzanghuang Biotech Co., Ltd. (Leling JZH).

On January 12, 2009 Jinzanghuang Tibet Pharmaceuticals, Inc. acquired all of the outstanding capital stock of Tibet Medicine, Inc. (“TMI”), a Delaware corporation, in exchange for the issuing of 36,401,462 shares of its common stock to the shareholders of TMI, representing 89.6% of the issued and outstanding shares of the Company.

For accounting purposes, the above transaction was accounted for as a reverse merger. TMI became the surviving entity for accounting purposes, whereas the Company will be recognized as the surviving entity for legal purposes.

TMI was organized under the laws of Delaware on September 4, 2008 and is the 100% owner of the registered capital of BTC.

BTC is a Wholly Foreign Owned Entity that was organized under the laws of the People’s Republic of China on December 5, 2008. On January 4, 2009, BTC entered into four ten-year agreements (the “Entrusted Management Agreements”) with Leling JZH and its registered equity holders. Three of the agreements were amended as of July 24, 2009. The purpose of these agreements is to transfer to BTC full responsibility for the management of Leling JZH, as well as 95% of the financial benefits that arise from the business of Leling JZH. As a result, BTC now has control over the business of Leling JZH and is considered a variable interest entity. Thus its operations have been included with the Company’s condensed consolidated financial statements.

Leling JZH was incorporated under the laws of PRC as a limited liability company on November 20, 2008.

Basis of presentation

The unaudited condensed consolidated financial statements presented herein include the accounts of Jinzanghuang Tibet Pharmaceuticals, Inc., its wholly owned subsidiary (BTC) and variable interest entity (Leling JZH). All inter-company transactions and balances among the Company and its subsidiaries are eliminated upon consolidation. These unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2011. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the period have been included. The results of operations for the nine months ended March 31, 2012 may not be indicative of the results that may be expected for the year ending June 30, 2012.

The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and are presented in U.S. Dollars.

Uses of estimates in the preparation of financial statements

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

JINZANGHUANG TIBET PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2012 AND 2011

(Unaudited)

1 BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Variable Interest Entity

Effective January 1, 2009, the Consolidation Topic, ASC 810-10-45-16, revised the accounting treatment for non-controlling minority interests of partially-owned subsidiaries. Non-controlling minority interests represent the allocation of earnings to the VIE owners who are not at risk for the majority of losses of the VIE, which have been accounted for by using the consolidation method of accounting.

The accounts of Leling JZH have been consolidated with the accounts of the Company because Leling JZH is a variable interest entity with respect to Beijing Taibodekang, which is a wholly-owned subsidiary of the Company. Beijing Taibodekang has a contractual obligation to provide management services to Leling JZH, and the management of the operations of Leling JZH is carried out by Company personnel in fulfillment of that obligation. Beijing Taibodekang also has a contractual obligation to reimburse Leling JZH for any losses incurred as a result of the operations of Leling JZG, and the Company’s principal shareholders have caused funds to be contributed to Leling JZG during the years ended June 30, 2010 and 2009 in satisfaction of that obligation. The carrying amount and classification of Leling JZH’s assets and liabilities included in the Condensed Consolidated Balance Sheets are as follows:

	March 31, 2012		June 30, 2011
Total current assets	$	7,970,026	$	3,127,466
Total assets		8,567,346		3,805,962
Total current liabilities		619,552		557,999
Total liabilities		619,552		557,999

The amounts shown in the above table as of June 30, 2011 include intercompany payables and receivables that have been eliminated in consolidating Leling JZH with the Company. As of March 31, 2012, Leling JZH has settled all its payables and receivables with TMI and Beijing Taibodekang. As of March 31, 2012 and June 30, 2011, $0 and $66,883 were receivable from TMI for expenses paid by Leling JZH. As of March 31, 2012 and June 30, 2011, $0 and $51,675 were payable to Beijing Taibodekang for management fees.

The Consulting Agreement between Leling Jinzanghuang and Beijing Taibodekang requires that, in payment for the consulting services provided by Beijing Taibodekang, Leling Jinzanghuang will pay fees to Beijing Taibodekang equal to:

	·	10,000 RMB per month, plus
	·	95% of the annual gross profit of Leling Jinzanghuang.

The Consulting Agreement also provides, however, that Beijing Taibodekang will reimburse Leling Jinzanghuang for the amount of any net loss incurred by Leling Jinzanghuang during the period when it is managed by Beijing Taibodekang. As of March 31, 2012, the total gross profit of Leling JZH has been consolidated with the Company are $6,198,181 (RMB 39,445,453), which were 95% of the total gross profit of Leling JZH.

Cash

The Company maintains cash with financial institutions in the People’s Republic of China (“PRC”) which are not insured or otherwise protected. Should any of these institutions holding the Company’s cash become insolvent, or if the Company is unable to withdraw funds for any reason, the Company could lose the cash on deposit with that institution.

JINZANGHUANG TIBET PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2012 AND 2011

(Unaudited)

1 BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-based compensation

The Company records stock-based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expense related to the fair value of its share-based compensation. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method.

Currency translation

Since the Company operates primarily in the PRC, the Company’s functional currency is the Chinese Yuan (“RMB”). The Company’s financial statements have been translated into the reporting currency, the United States Dollar (“USD”). Assets and liabilities of the Company are translated at the prevailing exchange rate at each reporting period end date. Contributed capital accounts are translated using the historical rate of exchange when capital is injected. Income and expense accounts are translated at the average rate of exchange during the reporting period. Translation adjustments resulting from translation of these condensed consolidated financial statements are reflected as accumulated other comprehensive income in stockholders’ equity.

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation.

Statement of Cash Flows

In accordance with FASB ASC Topic 230, “Statement of Cash Flows,” cash flows from the Company’s operations are calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the Company’s condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the condensed consolidated balance sheet.

Earnings per share

Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There are no such additional common shares available for dilution purposes as of March 31, 2012 and 2011.

New Accounting Pronouncements

In May 2011, Accounting Standards Update (“ASU”) 2011-04 was issued. This update amends Topic 820 to achieve common fair value measurement and disclosure requirement in US GAAP and IFRSs. The Company’s management believes that this pronouncement will not have a material effect on its financial position, results of operations or cash flows.

JINZANGHUANG TIBET PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2012 AND 2011

(Unaudited)

1 BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

New Accounting Pronouncements (continued)

In June 2011, FASB issued the ASU 2011-05 “Presentation of Comprehensive Income” to amend ASC Topic 220. This update allows an entity to have the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The Company’s management believes that this pronouncement will not have a material effect on its financial position, results of operations or cash flows.

2 CONTRACT DEPOSIT

In August 2009, Leling JZH entered into a 10 year contract with the Leling BaiCaoYuan Honeysuckle Planting Cooperative. Pursuant to the contract, Leling JZH advanced RMB 1,000,000 ($149,031) to be used by the farmers in the Cooperative to plant honeysuckle on 300 acres of land. As Leling JZH changed its business from distributing Chinese traditional medicines to providing professional service to its customers in October 2010, Leling JZH entered into an oral agreement with Leling BaiCaoYuan to terminate the contract and Leling BaiCaoYuan agreed to refund RMB 1,000,000 ($149,031) back to Leling JZH. As of March 31, 2012, the Company has received the refund of the contract deposit.

3 RELATED PARTY TRANSACTIONS

Until October 2010 the Company’s business consisted exclusively of the distribution of products manufactured by one supplier, Shandong Jinzanghuang (Tibet) Pharmaceutical Co., Ltd. (“Shandong Jinzanghuang”). Xue Bangyi, who is the Company’s CEO, owns 91% of the registered capital of Shandong Jinzanghuang and also serves as CEO of that entity. The Company entered into a three-year distribution contract with Shandong Jinzanghuang on November 21, 2008, which provides Leling JZH marketing rights. This agreement expired without renewal on November 21, 2011.

Since the Company has changed its business from distribution of products manufactured by Shandong Jinzanghuang to providing training and services to sauna stores in October 2010, the Company did not make any payment to Shandong Jinzanghuang after October 2010. The Company has reclassified the total balance outstanding of $266,043 as of March 31, 2012 from “advance to supplier – related party” to “due from related party”. The outstanding balance is unsecured, bears no interest and due on demand.

As of March 31, 2012, the Company has an aggregate of $36,630 in “due to related party” for expenses paid by a related party on behalf of the Company. This is unsecured, bears no interest and is due on demand.

JINZANGHUANG TIBET PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2012 AND 2011

(Unaudited)

4 PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consists of the following:

	March 31, 2012		June 30, 2011

Buildings	$	433,885	$	422,527
Office equipment		14,632		14,248
		448,517		436,775

Less: accumulated depreciation		41,733		27,221

Property, plant and equipment, net	$	406,784	$	409,554

Depreciation expense charged to operations was $13,647 and $8,207 for the nine months ended March 31, 2012 and 2011, respectively.

5 ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

	March 31, 2012		June 30, 2011

Accrued payroll	$	16,134	$	26,271
Taxes payable		561,598		451,076
Accrued expenses		43,279		43,579
Other payables		4,310		5,584

Accrued expenses and other current liabilities	$	625,321	$	526,510

6 COMMITMENTS AND CONTINGENCIES

Vulnerability due to Operations in PRC

The Company’s operations may be adversely affected by significant political, economic and social uncertainties in the PRC. Although the PRC government has been pursuing economic reform policies for more than twenty years, no assurance can be given that the PRC government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRCs political, economic and social conditions. There is also no guarantee that the PRC government’s pursuit of economic reforms will be consistent or effective.

Substantially all of the Company’s businesses are transacted in RMB, which is not freely convertible. The Peoples Bank of China or other banks are authorized to buy and sell foreign currencies at the exchange rates quoted by the Peoples Bank of China. Approval of foreign currency payments by the Peoples Bank of China or other institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.

JINZANGHUANG TIBET PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2012 AND 2011

(Unaudited)

6 COMMITMENTS AND CONTINGENCIES (Continued)

Since the Company has its operations in the PRC, all of its revenues will be settled in RMB, not U.S. Dollars. Due to certain restrictions on currency exchanges that exist in the PRC, the Company’s ability to use revenue generated in RMB to pay any dividend payments to its shareholders outside of China may be limited.

In September 2006, PRC changed the laws regarding transfer of equity in PRC companies in exchange for equity in non-PRC companies. Approvals and registrations for such transfers are required and penalties may be imposed if the requirements are not met.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements: No Assurances Intended

In addition to historical information, this Quarterly Report contains forward-looking statements, which are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. These forward-looking statements represent Management’s belief as to the future of Jinzanghuang Tibet Pharmaceuticals, Inc. Whether those beliefs become reality will depend on many factors that are not under Management’s control. Many risks and uncertainties exist that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in the section 1A, entitled “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended June 30, 2011. Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.

Outline of Our Business

Jinzanghuang Tibet Pharmaceuticals, Inc. is a holding company whose only asset is an indirect 100% ownership interest in Beijing Taibodekang Consulting Co., Ltd. (“Beijing Taibodekang”), a Wholly Foreign Owned Entity organized under the laws of the People’s Republic of China on December 5, 2008. On January 4, 2009, Beijing Taibodekang entered into four agreements with Leling Jinzanghuang Biotech Co. Ltd. (“Leling Jinzanghuang”) and with the equity owners in Leling Jinzanghuang. Three of the agreements were amended and restated on July 24, 2009. Collectively, the agreements provide Beijing Taibodekang exclusive control over the business of Leling Jinzanghuang. The relationship is one that is generally identified as “entrusted management.”

Since its formation, Leling Jinzanghuang has been involved in the distribution of Tibetan pharmaceutical and nutraceutical products manufactured by Shandong Jinzanghuang, the primary equity owner of which is Xue Bangyi. Until October 2010 Leling Jinzanghuang served as a distributor of those products. After achieving modest sales ($26,673) in the first quarter of fiscal 2011, Leling Jinzanghuang suspended its distribution operations in October 2010. Since October 2010 Leling Jinzanghuang has been exclusively engaged in providing advisory services to sauna stores that purchase sauna care products from Shandong Jinzanghuang.

On October 8, 2010, Leling Jinzanghuang entered into an agency agreement with Shenyang Jintao Technology Co., Ltd. (“Jintao”), pursuant to which Jintao had introduced 158 sauna stores to Leling Jinzanghuang by the end of calendar year 2011. Shandong Jinzanghuang sells its Tibetan medicine products to the sauna stores and Leling Jinzanghuang provides training service to each store to coach the store’s employees in methods of integrating the Shandong Jinzanghuang products into the sauna service. Leling Jinzanghuang has paid Jintao a fee, ranging from RMB 8,000 ($1,255) to RMB 8,800 ($1,381) for each store Jintao has introduced.

The contract among Leling Jinzanghuang, Shandong Jinzanghuang and the sauna store provides that the store will purchase products, as needed, directly from Shandong Jinzanghuang. In compensation for Leling Jinzanghuang’s advisory services, the sauna store pays Leling Jinzanghuang a fee equal to a percentage of the resale price charged by the sauna store to its customers for the Shandong Jinzanghuang products. The fee is either 35% or 40% of the resale price, depending on the location of the sauna store. At each month end, each store sends a usage record to Leling Jinzanghuang. Leling Jinzanghuang also makes a physical inventory count quarterly to compare remaining inventory with the quantity delivered by Shandong Jinzanghuang.

This new business model provides Leling Jinzanghuang with a revenue stream for which it incurs very little direct cost, as the product manufacture and distribution is entirely the responsibility of Shandong Jinzanghuang. In addition, entry into this new market has not forced us to incur significant start-up costs, as we have used the same employees and same facilities for the sauna market as carried on our prior product distribution activities.

Results of Operations

The following tables present certain consolidated statements of operations information. Financial information is presented for the nine months ended March 31, 2012 and 2011, respectively.

	For the 9 months ended March 31,
					Change
	2012		2011		Amount		%
Revenue		7,936,203		1,908,951		6,027,252		316	%
Cost of goods sold		1,548,322		156,607		1,391,715		889	%
Gross profit		6,387,881		1,752,344		4,635,537		265	%
Operating expenses		315,636		212,226		103,410		49	%
Operating income		6,072,245		1,540,118		4,532,127		294	%
Income tax		1,451,583		389,511		1,062,072		273	%
Net profit		4,634,648		1,150,607		3,484,041		303	%

Revenues

Through September 2010, our revenue arose from the resale of Tibetan pharmaceutical and health products manufactured by Shandong Jinzanghuang. During the first quarter of fiscal year 2011 we sold health products for $26,673, and obtained a gross profit of $2,374 on the sales. At the end of that quarter, however, we suspended our resale operations and initiated the sauna store program that now provides our revenue.

Our sauna store program began in October 2010 with a trial group of 50 sauna stores. At the end of December 2010 we added another 50 stores to our program, and then added another 50 at the end of March 2011. As a result, during fiscal 2011, our revenue from advisory services increased from quarter to quarter. The revenue growth was roughly proportionate to the growth in number of stores, except that the third quarter in 2011 was particularly profitable. This occurred because the Chinese Spring Festival, which occurs during that quarter, affords most Chinese workers from one to two weeks of vacation, during which time the sauna stores experienced a sharp increase in business.

Since March 2011 we have added only eight more sauna stores, and have retained the original 150. Nevertheless our revenue grew sharply in the nine months ended March 31, 2012 and on a quarter to quarter basis. The increase was primarily caused by a marked increase in per store revenue, which we attribute to growing awareness of our product line. As a result, during the nine months ended December 31, 2011, our revenue from the sauna stores program was $7,936,203, an increase of 316% from the nine months ended March 31, 2011. During the quarter ended March 31, 2012 our revenue was $2,712,438, an increase of 104% from the quarter ended March 31, 2011.

The following table shows the elements that have contributed to the growth in our revenue over the past six fiscal quarters.

	Fiscal 2011				Fiscal 2012
		Q2	Q3	Q4		Q1	Q2	Q3
Service fees from sauna stores		554,543	1,419,313	1,715,454		2,564,583	2,659,182	2,712,438
Quantity of sauna stores		50	100	150		158	158	158
Average revenue per store		11,091	14,193	11,436		16,232	16,830	17,167

Gross profit

The change in our business model to the sauna store program has resulted in a marked improvement in our gross margin. Because we have no cost of goods sold, our cost of sales is primarily direct labor and taxes. As a result, during the nine months ended March 31, 2011, we realized a gross margin of 92% (which included the minor product resale transactions in the first quarter of that fiscal year). Our revenue during the nine months ended March 31, 2012 yielded a gross margin of 80%. The primary reason for the reduction in our gross margin ratio is that we have committed additional sales personnel to the program in order to continue the increase in our per-store sales. In addition, in fiscal year 2012 we are accruing business and sales tax as a quarterly expense, which was $430,694 for the nine months ended March 31, 2012. During fiscal 2011, we did not record business and sales tax until year end, when we recorded an expense of $220,490 for the year ended June 30, 2011.

Operating expenses

The Company’s operating expenses increased from $212,226 for the nine months ended March 31, 2011 to $315,636 for the nine months ended March 31, 2012, an increase of 49%. For the quarter ended March 31, 2012, the increase was only 13%, from $113,489 in the third quarter of fiscal 2011 to $128,483 in the third quarter of fiscal 2012. Most of those expenses are office expenses, including wages of our administrative personnel. The fact that we have been able to increase revenue several-fold with only a modest increase in our general and administrative expenses reflects the lower costs involved in the sauna service business, where Shandong JZH and our agent provide most of the marketing services.

After deducting the aforesaid operating expenses from our gross profit, the Company recorded $6,072,245 in operating income for the nine months ended March 31, 2012. This represented an increase of $4,534,191, or 294%, compared with the nine months ended March 31, 2011. For the quarterly periods, operating income increased by 73%, from $1,152,315 in the third quarter of fiscal 2011 to $1,988,956 in the third quarter of fiscal 2012.

Net income

Our Chinese operating entity, Leling Jinzanghuang, is subject to tax in China at the statutory rate of 25% of income calculated in accordance with Chinese accounting principles. Accordingly, for the nine months ended March, 2012 we accrued an income tax expense of $1,451,583. After deducting that accrual, the Company reported net income of $4,634,648 for the nine months ended March 31, 2012. For the nine months ended March 31, 2011, we accrued an income tax expense of $389,511 and generated a net income of $1,150,607. For the quarterly periods, net income increased by 64%, from $862,864 in the third quarter of fiscal 2011 to $1,417,251 in the third quarter of fiscal 2012.

The entrusted management agreements assign to Beijing Taibodekang only 95% of the income generated from Leling Jinzanghuang. For that reason, we deducted a “non-controlling interest” of $228,184 before recognizing net income attributable to the Company on our Consolidated Statements of Operations and Comprehensive Income. After that deduction and taking into account the income and expenses incurred by the parent corporation, our net income attributable to the Company for the nine months ended March 31, 2012 was $4,406,464, representing $0.11 per share. For the nine months ended March 31, 2011, we deducted a “non-controlling interest” of $58,134 and the net income attributable to the Company was $1,092,473, representing $0.03 per share. Our quarterly net income attributable to the Company was $1,346,438 ($0.03 per share) for the three months ended March 31, 2012, and $819,167 ($0.02 per share) for the three months ended March 31, 2011.

Liquidity and Capital Resources

To date, our operations have been funded by contributions to capital by our founders and by the net cash provided by our operations. As a result, at March 31, 2012 we had no bank debt and only a $36,630 obligation to a related party. At the same time, we had $6,863,531 in cash at March 31, 2012 as well as net working capital totaling $7,386,112, an increase of $4,773,215 since our last fiscal year ended on June 30, 2011. So our capital resources are more than sufficient to fund our operations for the coming year as they are currently structured.

During the nine months ended March 31, 2012, our operating activities provided $4,574,049 in net cash, compared to $977,614 in net cash during the nine months ended March 31, 2011, an increase of $3,596,435 or 368%. The net cash provided in the recent period was slightly lower than our net income for these nine months due to the increase in accounts receivable.

Over the long term, our expectation is that we will utilize our capital resources as well as any additional investments that we secure in order to expand our presence in the market for Tibetan medicine. At the present time, however, we are able to operate profitably without significant additional investment. Moreover, our observation of the equity markets indicates that we would be unlikely to obtain financing on favorable terms at this time. Accordingly, our near term plan is to continue the program that we initiated during the past year, utilizing the resources available to us.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. The term “disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within required time periods. “Disclosure controls and procedures” include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this quarterly report (the “Evaluation Date”). That evaluation disclosed that the Company has material defects in its disclosure controls and procedures. Specifically they determined that there is a lack of expertise in U.S. GAAP among the Company’s management personnel. They also determined that the size of the Company’s accounting staff and low number of supervisory personnel prevented an appropriate segregation of accounting functions. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, such controls and procedures were not effective.

Management will continue to monitor the performance of its disclosure controls and procedures. At present, the nature of our operations minimizes the complexity of our accounting. For that reason, management has no present plan to implement a significant upgrade to its accounting staff. However, as our business grows and the complexity of our accounting operations increases, we will take appropriate action to assure that our disclosure controls and procedures are adequate.

Changes in Internal Controls. The term “internal control over financial reporting” (defined in SEC Rule 13a-15(f)) refers to the process of a company that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated any changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this report, and they have concluded that there was no change to the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A Risk Factors

There have been no material changes from the risk factors included in our Annual Report on Form 10-K for the year ended June 30, 2011.

Item 2. Unregistered Sale of Securities and Use of Proceeds

(a) Unregistered sales of equity securities

None.

The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the 3rd quarter of fiscal 2012.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

31.1	Rule 13a-14(a) Certification – CEO

31.2	Rule 13a-14(a) Certification – CFO

32	Rule 13a-14(b) Certification

101 INS	XBRL Instance Document*

101 SCH	XBRL Schema Document*

101 CAL	XBRL Calculation Linkbase Document*

101 DEF	XBRL Definition Linkbase Document*

101 LAB	XBRL Labels Linkbase Document*

101 PRE	XBRL Presentation Linkbase Document*

* The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

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 thereunto duly authorized.

JINZANGHUANG TIBET PHARMACEUTICALS, INC.

Date: May 17, 2012	By: /s/ Xue Bangyi
	Xue Bangyi, Chief Executive Officer

	By: /s/ Eva Deng
	Eva Deng, Chief Financial Officer, Chief Accounting Officer

Attached files

JINZANGHUANG TIBET PHARMACEUTICALS, INC. Reports

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