UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2012

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

EXCHANGE ACT

 

For the Transition Period from _______ to _________

 

001-34123

(Commission File Number)

 

CHINA-BIOTICS, INC.

(Exact Name of registrant as specified in its charter)

 

Delaware	98-0393071
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

 

No. 26 Orient Global Headquarter

Lane 118, Yonghe Road

Zhabei District, Shanghai 200072

People’s Republic of China

(Address of Principal Executive Offices)

 

Telephone number: (86 21) 5834 9748

 

(Registrant’s Telephone Number, Including Area Code)

 

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  ¨    No  þ

 

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  ¨   No  þ

 

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	¨ (Do not check if a smaller reporting company)	Smaller reporting company	þ

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨ No þ

 

As of December 24, 2012, 22,150,200 shares of the registrant’s common stock were outstanding.

 

 

TABLE OF CONTENTS

 

		Page
PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32
ITEM 4.	CONTROLS AND PROCEDURES	32
PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	35
ITEM 1A.	RISK FACTORS	35
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	36
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	36
ITEM 4.	[REMOVED AND RESERVED.]	36
ITEM 5.	OTHER INFORMATION	36
ITEM 6.	EXHIBITS	36
SIGNATURES		39

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS.

 

CHINA-BIOTICS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts expressed in US Dollars)

 

  

CHINA-BIOTICS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE THREE MONTHS ENDED JUNE 30, 2012 AND 2011

 

TABLE OF CONTENTS

 

Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 2012 (Unaudited) and March 31, 2012
Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income for the three months ended June 30, 2012 and 2011
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity for the three months ended June 30, 2012
Unaudited Condensed Consolidated Statements of Cash Flow for the three months ended June 30, 2012 and 2011
Notes to the Unaudited Condensed Consolidated Financial Statements

  

 

CHINA-BIOTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts expressed in US Dollars)

 

		June 30, 2012 (Unaudited)				March 31, 2012
ASSETS
Current assets
Cash and cash equivalents		$	50,669,316			$	70,086,074
Accounts receivable, net			30,607,277				33,392,474
Inventories			2,182,161				1,942,549
Deposits - short term			2,101,210				1,114,367
Prepayments			464,043				356,157
Other receivables			137,031				102,530
Total current assets			86,161,038				106,994,151
Loan receivable			20,784,923				20,753,343
Deposits - long term			30,116,186				30,070,428
Prepayments for equipment and construction			34,234,650				22,007,427
Property, plant and equipment, net			79,883,574				72,080,331
Land use rights			5,039,774				5,056,884
Total assets		$	256,220,145			$	256,962,564
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	1,745,692			$	2,873,904
Other payables and accruals			5,655,033				5,425,821
Tax payables			31,479,624				33,364,611
Short term loan			3,170,125				3,165,308
Amount due to director			5,068,731				4,954,345
Total current liabilities			47,119,205				49,783,989
Long term loan			3,962,656				4,747,963
Total liabilities			51,081,861				54,531,952
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value of $0.01, 10,000,000 shares authorized, none issued			-				-
Common stock, par value of $0.0001, 100,000,000 shares authorized,42,370,000 shares issued and 22,150,200 outstanding as of June 30, 2012 and March 31, 2012, respectively			4,237				4,237
Additional paid-in capital			85,064,562				84,727,616
Retained earnings			110,251,038				108,179,075
Treasury stock at cost, 20,219,800 shares as of June 30, 2012 and March 31, 2012, respectively			(2,741,634	)			(2,741,634	)
Accumulated other comprehensive income			12,560,081				12,261,318
Total stockholders’ equity			205,138,284				202,430,612
Total liabilities and stockholders' equity		$	256,220,145			$	256,962,564

 

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

 

  

CHINA-BIOTICS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND OTHER COMPREHENSIVE INCOME

(Amounts expressed in US Dollars)

 

		Three months ended June 30,
		2012				2011
Net sales		$	17,382,483			$	8,959,225
Cost of sales			7,278,378				4,482,416
Gross profit			10,104,105				4,476,809
Operating expenses:
Selling expenses			4,036,365				1,970,169
General and administrative expenses			3,659,096				4,650,661
Total operating expenses			7,695,461				6,620,830
Income (loss) from operations			2,408,644				(2,144,021	)
Other income and expenses:
Interest expense			(145,460	)			(270	)
Interest income			194,973				387,940
Interest income, net – loan receivable			776,683				-
Other expenses			(102,892	)			(221,636	)
Exchange gain (losses), net			8,987				(37,135	)
Total other income			732,291				128,899
Income (loss) before taxes			3,140,935				(2,015,122	)
Income taxes			1,068,972				41,908
Net income (loss)			2,071,963				(2,057,030	)
Other comprehensive income
Foreign currency translation adjustment			298,763				(2,512,408	)
Comprehensive income (loss)		$	2,370,726			$	(4,569,438	)
Weighted average number of shares
Basic			22,150,200				22,150,200
Diluted			22,326,563				22,150,200
Income (loss) per common stock
Basic		$	0.09			$	(0.09	)
Diluted		$	0.09			$	(0.09	)

 

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

 

 

 

 

CHINA-BIOTICS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Amounts expressed in US Dollars)

 

		Common   Stock
		Shares				Par value $0.0001				Additional Paid-in Capital				Retained Earnings				Treasury Stock				Accumulated Other Comprehensive Income				Total
Balance- April 1, 2012			42,370,000			$	4,237			$	84,727,616			$	108,179,075			$	(2,741,634	)		$	12,261,318			$	202,430,612
Fair value of vested options											336,946																336,946
Net income															2,071,963												2,071,963
Foreign currency translation adjustments																							298,763				298,763
Balance- June 30, 2012 (Unaudited)			42,370,000			$	4,237			$	85,064,562			$	110,251,038			$	(2,741,634	)		$	12,560,081			$	205,138,284

 

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

 

 

CHINA-BIOTICS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Amounts expressed in US Dollars)

 

		Three months ended June 30,
		2012				2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		$	2,071,963			$	(2,057,030	)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Amortization			26,206				9,577
Depreciation			1,177,403				792,323
Provision of allowance for doubtful accounts			-				404,679
Fair value of vested options			336,946				473,851
Change in operating assets and liabilities :
- Accounts receivable			2,836,504				20,931,507
- Inventories			(236,697	)			(1,605,099	)
- Deposits			(985,319	)			86,207
- Prepayments			(107,363	)			132,985
- Other receivables			(34,351	)			(68,327	)
- Accounts payable			(1,132,783	)			(3,705,276	)
- Other payables and accruals			220,994				(1,097,034	)
- Taxes payable			(1,936,093	)			(2,288,107	)
NET CASH PROVIDED BY OPERATING ACTIVITIES			2,237,410				12,010,256
CASH FLOWS FROM INVESTING ACTIVITIES
Prepayments for equipment			(12,197,260	)			(1,066,451	)
Purchase of property, plant and equipment			(8,734,151	)			(57,896	)
NET CASH USED IN INVESTING ACTIVITIES			(20,931,411	)			(1,124,347	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of bank loan			(792,670	)			-
Advance from director			111,228				4,445,433
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES			(681,442	)			4,445,433
Effect of exchange rate changes on cash and cash equivalents			(41,315	)			(1,571,418	)
NET CHANGES IN CASH AND CASH EQUIVALENTS BALANCES			(19,416,758	)			13,759,924
CASH AND CASH EQUIVALENTS BALANCES, beginning of period			70,086,074				143,988,348
CASH AND CASH EQUIVALENTS BALANCES, end of period		$	50,669,316			$	157,748,272
Supplemental disclosure of cash flow information:
Interest paid		$	145,460			$	-
Income taxes paid		$	2,622,353			$	1,070,874

 

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

 

 

 

CHINA-BIOTICS, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIODS ENDED JUNE 30, 2012 AND 2011

 

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

 

China-Biotics, Inc. (sometimes referred to as “China-Biotics” or the “Company”) is engaged in the research, development, production, marketing, and distribution of probiotics products (which we sometimes refer to simply as “probiotics”), which are products that contain live microbial food supplements that beneficially affect the host by improving its intestinal microbial balance. The Company was incorporated under the name Otish Resources, Inc. in Delaware in February 2003.

 

2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements as of and for the three-months ended June 30, 2012 and 2011 have been prepared based upon Securities and Exchange Commission rules that permit reduced disclosure for interim periods and include, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly the financial position, results of operations and cash flows as of June 30, 2012 and for all periods presented. Information as of March 31, 2012 was derived from the audited consolidated financial statements of the Company for the year ended March 31, 2012.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Form 10-K filed on September 14, 2012 for the year ended March 31, 2012. The results of operations for the three months ended June 30, 2012 are not necessarily indicative of the operating results to be expected for the full year ending March 31, 2013.

 

The condensed consolidated financial statements and accompanying notes are presented in United States dollars and prepared in conformity with US GAAP which requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Basis of consolidation

 

The unaudited condensed consolidated financial statements for China-Biotics, Inc. and its subsidiaries are prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of SGI, Shining, Growing, GSL, KTG, BDH and Growing Yangling. Intercompany accounts and transactions have been eliminated in consolidation.

 

Fair value of financial instruments

 

Fair value measurements are determined using authoritative guidance issued by the FASB, with the exception of the application of the guidance to non-recurring, non-financial assets and liabilities as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

 

Level 1-Quoted prices in active markets for identical assets or liabilities.

 

Level 2-Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.

 

Level 3-Unobservable inputs based on the Company’s assumptions

 

The Company is required to use observable market data if available without undue cost and effort. The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of June 30, 2012 and March 31, 2012:

 

 

		Fair Value Measurements as at June 30, 2012
		Balance at June 30, 2012				Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Loan receivable		$	20,784,923			$	-			$	20,784,923			$	-

 

		Fair Value Measurements as at March 31, 2012
		Balance at March 31, 2012				Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Loan receivable		$	20,753,343			$	-			$	20,753,343			$	-

 

Recent Accounting Pronouncements

 

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment”, an update to existing guidance on the assessment of goodwill impairment. This update simplifies the assessment of goodwill for impairment by allowing companies to consider qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount before performing the two step impairment review process. It also amends the examples of events or circumstances that would be considered in a goodwill impairment evaluation. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company adopted ASU 2011-08 effective January 1, 2012. We do not believe that the adoption of this new accounting guidance will have a significant effect on our goodwill impairment assessments in the future.

 

In December 2011, the FASB issued ASU No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” This ASU requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. ASU No. 2011-11 will be applied retrospectively and is effective for annual and interim reporting periods beginning on or after January 1, 2013. The Company does not expect adoption of this standard to have a material impact on its consolidated results of operations, financial condition, or liquidity.

 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities and Exchange Commission (the “SEC”) did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

 

3.	INCOME (LOSS) PER SHARE

 

The following table sets forth the computation of basic and diluted income (loss) per share:

 

		Three months ended June 30,
		2012 (Unaudited)				2011 (Unaudited)
Income (loss) per share – Basic
Income (loss) for the period		$	2,071,963			$	(2,057,030	)
Basic average common stock outstanding			22,150,200				22,150,200
Net income (loss) per share		$	0.09			$	(0.09	)

 

		Three months ended June 30,
		2012				2011
Income (loss) per share – Diluted
Income (loss) for the period		$	2,071,963			$	(2,057,030	)
Basic average common stock outstanding			22,150,200				22,150,200
Diluted effect from vested stock options			176,363				-
Diluted average common stock outstanding			22,326,563				22,150,200
Net income (loss) per share		$	0.09			$	(0.09	)

 

 

Basic income (loss) per share is computed by dividing the net income by the weighted average number of outstanding common stock during the period.  The diluted income (loss) per share calculation includes the impact of dilutive convertible securities, if applicable.  The weighted average number of outstanding common stock is determined by relating the portion of time within a reporting period that a particular number of shares of common stock has been outstanding to the total time in that period.

 

4.

RISKS, UNCERTAINTIES, AND CONCENTRATIONS

 

Economic and political risks

 

The Company’s operations are conducted in the PRC and are subject to various political, economic, and other risks and uncertainties inherent in this country. Among other risks, the Company’s operations are subject to the risks of restrictions on transfer of funds; export duties, quotas and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. As of June 30, 2012 and March 31, 2012, the Company had cash deposits of $50.67 million and $70.09 million placed with several banks in the PRC, which includes the Special Administrative Region of Hong Kong, where there is currently no rule or regulation in place for obligatory insurance of bank accounts. For the three months ended June 30, 2012 and 2011, all of the Company’s sales arose in the PRC. In addition, all accounts receivable as at June 30, 2012 and March 31, 2012 are from customers in the PRC.

 

Concentration of Customers

 

The Company had no sales to a single customer that accounted for more than 10% of total gross sales.  For the three months ended June 30, 2012 or 2011, there was no customer that accounted for over 5% of our sales revenue.   As of June 30, 2012, there was one customer that accounted for 6.5% of our accounts receivable. As of March 31, 2012, there was one customer that accounted for 4.8% of our accounts receivable. 

 

5.

ACCOUNTS RECEIVABLE

 

Accounts receivable consisted of the following:

 

		June 30, 2012 (Unaudited)				March 31, 2012
Accounts receivable		$	32,274,998			$	35,057,662
Less: Allowance for doubtful accounts			(1,667,721	)			(1,665,188	)
		$	30,607,277			$	33,392,474

 

6.

INVENTORIES

 

Inventories consisted of the following:

 

		June 30, 2012 (Unaudited)				March 31, 2012
Raw materials		$	761,216			$	801,288
Work-in-progress			169,066				99,763
Finished goods			1,251,879				1,041,498
		$	2,182,161			$	1,942,549

 

 

7.

LOAN RECEIVABLE

 

On December 19, 2011, the Company entered into an agreement with Jiangxi International Trust Co., Ltd. (“Jiangxi”) to loan $20,784,923 (RMB 131,100,000) to the Jiangxi International Trust of Yinhe #7 Property, an investment fund sponsored by Jiangxi. The loan principal is due on December 26, 2013, is unsecured, and according to the loan agreement, the Company is to earn 20% interest per annum, less a 5% investment management fee per annum.  Interest income for the three months ended June 30, 2012 includes $1,039,427 of interest accrued on the outstanding balance. Such interest income after netting of the management fee was $776,683 for the three months ended June 30, 2012. Jiangxi is a major trust and investment company that is executing different investment projects in the PRC, including real estate projects, listed company restructuring, and other financial services.

 

8.

DEPOSITS

 

Deposits for the acquisition of long-term assets and operating trading deposits consisted of the following:

 

		June 30, 2012 (Unaudited)				March 31, 2012
Long term
Deposit for acquisition of a company		$	23,775,937			$	23,739,812
Deposit for acquisition of patent			6,340,249				6,330,616
			30,116,186				30,070,428
Short term
Other operating deposits			2,101,210				1,114,367
		$	32,217,396			$	31,184,795

 

On March 27, 2012, the Company made a deposit of $23,775,937(RMB 150,000,000) to the government of Yangling for a bid to acquire a probiotics company located in Yangling, Shaanxi Province that is in receivership. According to the relevant regulations, the deposit will be treated as part of the purchase price of the acquisition if the transaction is approved. As of December 21, 2012, the government of Yangling is reviewing bids received for the probiotics company and expects to complete this process by the end of calendar year 2012. If the Company does not win the auction to acquire the probiotics company, its deposit will be returned.

 

On February 1, 2012, our subsidiary, Growing, entered into an agreement to acquire a patent regarding a production technology for $6,657,262 (RMB 42,000,000) from an unrelated PRC company. Growing made a deposit of $6,340,249 (RMB 40,000,000) to the seller for the transfer of the patent within 210 days, or by August 30, 2012. The original terms of the agreement were that if the patent cannot be transferred to Growing within 210 days, Growing will be refunded the deposit paid and also be compensated an additional $159,000 (RMB 1,000,000) for damages. The transfer was not completed by August 30, 2012, and on September 3, 2012, Growing and the seller mutually agreed to extend the completion date to December 30, 2012. As of December 21, 2012, the transfer had not yet been completed because the Company is waiting for approval of the transfer from the State Intellectual Property Office of the PRC. The Company has no information to allow it to estimate when such confirmation will be obtained, but expects the transaction to close in 2013, after which the patent is planned to be used in the Company’s operations.

 

As of June 30, 2012 and March 31, 2012, the Company currently has outstanding deposits and prepayments of $34,234,650 and $22,007,427 relation to delivery of equipment to be used at these facilities.

 

9.

LAND USE RIGHTS

 

The land use rights consisted of the following:

 

		June 30, 2012 (Unaudited)				March 31, 2012
Land use rights		$	5,241,315			$	5,231,956
Less: Accumulated amortization			(201,541	)			(175,072	)
		$	5,039,774			$	5,056,884

 

On March 21, 2006, GSL, our subsidiary, entered into an agreement, as amended, with Shanghai Qingpu Industrial Park District Development (Group) Company Limited for the lease of 36,075 square meters of land in the Shanghai Qingpu Industrial Park District on which we constructed our 300-metric ton capacity production plant for a term of 50 years beginning January 15, 2008. The agreement provides for the payment of leasing fees of approximately $1.8 million. In February 2009, the formal land use right certificate was issued. There are no future lease payments under this land lease. The Qingpu land use right was pledged to a bank as a credit guarantee for a loan of $4,755,187 (RMB 30,000,000 million, see Note 12).  At June 30, 2012, the net book value of such land use right was $1,799,085.

 

 

In 2012, our Growing Yangling, subsidiary of the Company that operates in Yangling, the PRC, has acquired a land use right for a period of 50 years, beginning January 18, 2012. At June 30, 2012, the net book value of the land use right was $3,219,191.

 

Amortization expense amounted to $26,206 and $9,577 for the three months ended June 30, 2012, and 2011, respectively.

 

The estimated amortization expense for the land use rights over each of the five years and thereafter is summarized as below:

 

		June 30, 2012
For the year ended March 31:
2013		$	78,606
2014			104,808
2015			104,808
2016			104,808
2017			104,808
Thereafter			4,541,936
		$	5,039,774

 

10.

PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment, net, consisted of the following:

 

		June 30, 2012 (Unaudited)				March 31, 2012
Building		$	48,028,306			$	44,754,344
Plant and machinery			24,033,623				23,963,145
Leasehold improvements			1,817,544				1,814,783
Office equipment			4,233,772				4,220,654
Motor vehicles			819,663				543,569
Construction in progress			18,571,692				13,217,574
			97,504,600				88,514,069
Less: Accumulated depreciation			(17,621,026	)			(16,433,738	)
		$	79,883,574			$	72,080,331

 

For the three months ended June 30, 2012 and 2011, depreciation expense amounted to $1,177,403 and $792,323, respectively.

 

The Company is currently in Phase 2 construction of a research and development center and other ancillary facilities in Qingpu.  At June 30, 2012 and March 31, 2012, construction in progress included $18,037,380 and $12,978,116 related to the construction of this facility.

 

At June 30, 2012, the corporate headquarters office building was pledged to banks as a guarantee for a total of loans of $3,170,125 (RMB 20,000,000, see Note 12 and 18).  The net book value of the building was $8,820,611.

 

The cost for constructing the Yangling facility is expected to be over $58 million invested over two years, which would be mainly facilitated by the capital injection from BDH. The facility will produce probiotics and probiotics-related biological additives for the animal feed industry. Currently, the facility is in its construction stage. During the year ended March 31, 2011, the Company made total payment of approximately $3.25 million (RMB 20,608,112) to acquire the land use right of approximately 122,600 square meters (183.94 mu). We received the land certificate on January 28, 2012 and commenced construction in June 2012. We expect to complete construction by June 2014. As of June 30, 2012 and March 31, 2012, construction in progress included $534,312 and $239,458 related to the construction of this facility. As of June 30, 2012, Growing Yangling entered into agreements with contractors related to the construction of the plant, manufacturing facilities and purchase of production equipment for future payment of $2,552,627 and $21,965,081, respectively.

 

Prepayments for equipment and construction includes advance deposits of $14,711,254 and $14,688,902 related to construction that had not yet commenced as of June 30, 2012 and March 31, 2012, respectively. Also included in prepayments for equipment and construction as of June 30, 2012 and March 31, 2012, are outstanding deposits and prepayments of $19,523,396 and $7,318,525 related to the delivery of equipment to be used at these facilities.

 

 

11.

AMOUNT DUE TO DIRECTOR

 

As of June 30, 2012 and March 31, 2012, the amount due to a director, Mr. Song Jinan, represented advances to the Company which are unsecured, interest-free and repayable on demand. The advances from such director were entered into because of the difficulty the Company faced in paying expenses incurred outside China in non-PRC currency due to the difficulties the Company had in converting currency because of foreign exchange controls.

 

12.

LOANS PAYABLE

 

Short term loan

 

On March 19, 2012, the Company received a loan from the Bank of China for $3,165,308 (RMB 20,000,000), secured by the corporate headquarters office building of Growing (see Note10), due September 19, 2012. Interest is 7.2% per annum, based on 118% of the six months’ of RMB borrowing prime rate established by the People’s Bank of China at the time of funding. Total principal and interest were due September 19, 2012. On September 19, 2012, the loan for $3,165,308 (RMB 20,000,000) was fully repaid.

 

Long term loan

 

On December 7, 2011, the Company received a loan from Shanghai Rural Commercial Bank for $4,747,963 (RMB 30,000,000), secured by the land use right in Qingpu of Growing (see Note 9), due May 27, 2014. Interest is 7.65% per annum, based on 115% of the 1-to-3 years’ RMB borrowing prime rate set by the People’s Bank of China at the time of funding, and is due at the end of each calendar quarter. On May 25, 2012, the Company repaid $792,531 (RMB 5,000,000) of the loan and the balance outstanding as of June 30, 2012 was $3,962,656 (RMB 25,000,000).

 

13.

INCOME TAXES

 

For the three months ended June 30, 2012 and 2011, the components of income (loss) before income taxes were:

 

		Three months ended June 30,
		2012 (Unaudited)				2011 (Unaudited)
Income before income taxes generated in the PRC		$	3,980,519			$	(1,096,848	)
(Loss) income before income taxes generated in the United States of America			(740,526	)			(819,019	)
Loss before income taxes generated in the British Virgin Islands			(99,057	)			(99,279	)
Loss before income taxes generated in Hong Kong			(2	)			24
		$	3,140,935			$	(2,015,122	)

 

For the three months ended June 30, 2012 and 2011, there was no tax provision related to income (loss) generated in the United States of America, the British Virgin Islands, and Hong Kong. For the three months ended June 30, 2012 and 2011, the provision for income taxes relating to income generated in the PRC consists of the following:

 

		Three months ended June 30,
		2012 (Unaudited)				2011 (Unaudited)
Current-PRC		$	1,068,972			$	41,908
Deferred-PRC			-				-
		$	1,068,972			$	41,908

 

 

For the three months ended June 30, 2012 and 2011, the reconciliation between the PRC statutory tax rate and effective tax rate are as follows:

 

		Three months ended June 30,
		2012 (Unaudited)				2011 (Unaudited)
Statutory rate			25.0	%			25.0	%
Preferential tax rate			(22.5	)%			(3.0	)%
Effect of different tax rates in other jurisdictions			4.6	%			(7.9	)%
Expenses not deductible for tax purpose			-	%			(5.0	)%
Effect of taxable temporary difference			19.7	%			10.3	%
Under provision of income tax in prior year			4.2	%			-	%
Tax losses not recognized			3.0	%			(22.6	)%
Effective tax rate			34.0	%			(3.2	)%

 

As of June 30, 2012 and March 31, 2012, the Company had incurred tax losses of approximately $1.0 million and $4.2 million, respectively which can be carried forward in various jurisdictions from five to 25 years.

 

		June 30, 2012 (Unaudited)				March 31, 2012
Deferred tax assets
Net operating loss carryforwards
- PRC		$	30,556			$	320,292
- United States of America			64,426				334,633
- Hong Kong			-				132
Less: Valuation allowance			(94,982	)			(655,057	)
Net deferred tax assets		$	-			$	-

 

The Company is incorporated in Delaware and is subject to U.S. tax law.  The daily operations of the Company in the United States principally relate to payment of legal and professional fees. The income generated from the United States in 2011 primarily related to the change in the fair value of derivative liability, which is a permanent difference between book and tax reporting. The Company has no taxable income in the United States and does not expect it will be able to realize the U.S. tax losses.

 

There is no income tax for companies not carrying out business activities in the British Virgin Islands or Hong Kong. Accordingly, the Company's financial statements do not present any income tax provisions related to the British Virgin Islands or Hong Kong tax jurisdictions.

 

The Company has its principal operations in the PRC and is subject to a PRC Enterprise Income Tax (“EIT”) rate of 25% in calendar years 2012 and 2011, subject to certain rate reductions. The Company’s subsidiary Shining is located in the Shanghai Jinqiao special economic zone and was awarded the status of “high technology” enterprise for the calendar year 2007 until 2011. Therefore, Shining enjoyed a preferential income tax rate of 15% in 2007 to 2011. Beginning January 1, 2012, Shining’s EIT rate is 25%.

 

The Company’s subsidiary Growing is located in Qingpu and has similar business operations as Shining, but with a larger production scale.  Growing was exempted from PRC Enterprise Income Tax in calendar 2008 and 2009, followed by 50% tax exemption for calendar 2010 to 2012.

 

The Company’s subsidiary, Growing Yangling, is located in Yangling and as of March 31, 2012, its manufacturing plant was under construction. According to the investment agreement with the local government, Growing Yangling is entitled to have a tax incentive that exempts local portion of EIT for three calendar years from the commencement of production, followed by 50% tax exemption of local portion for the next year. There is no financial effect from the tax holiday as Growing Yangling did not generate any assessable profit for the three months ended June 30, 2012 or 2011.

 

At June 30, 2012 and March 31, 2012, taxes payable consisted of the following:

 

		June 30, 2012 (Unaudited)				March 31, 2012
Taxes arising prior to 2005:
Value added tax and other taxes		$	5,716,431			$	5,707,746
Income taxes			3,117,177				3,112,441
Dividends withholding tax			4,720,137				3,914,453
			13,553,745				12,734,640
Total:
Value added tax and other taxes			239,316				1,366,106
Income taxes			314,015				2,100,059
Accrued interest on taxes			17,372,548				17,163,806
		$	31,479,624			$	33,364,611

 

 

In addition to the EIT, companies in the PRC that are engaged in the sale of goods are generally required to pay value added taxes (“VAT”) at a rate of 17% of the gross sales proceeds received, less any deductible VAT already paid or borne by the taxpayer.

 

Our management believes that our operations in China were exempted from EIT and VAT for all years prior to 2005 because we had been recognized by the local government as an advanced technology enterprise. However, the Company never received a written confirmation from the appropriate tax authorities for the tax exemption status of our operations in China prior to 2005. As a result, there is no way to ascertain the ultimate position which may be taken by the relevant PRC tax authorities in the future and accordingly, full provisions for tax liabilities in the amount of $12,734,640, for all years prior to 2005 have been recorded by the Company. Beginning in January 2006, we made tax payments to the PRC tax authorities for 2005 and we have made regular tax payments to the PRC tax authorities for all subsequent periods.

 

In addition, in connection with dividends paid to the Shining shareholders between April 2003 to June 2005, Shining did not deduct a withholding tax at the rate of 20% as required by applicable Chinese laws and regulations. The Company has accrued the dividend withholding tax and interest on the dividend withholding tax.

 

According to PRC tax regulations, the overdue tax liabilities in the PRC for the calendar years prior to 2005 may be subject to interest at the 0.05% per day, and potential penalties for the late payment of taxes which is calculated on the basis of 0.5 times to five times the amount of taxes payable. Through March 31, 2011, the Company accrued the interest that may be potentially payable upon these taxes incurred prior to 2005 and the unpaid dividend withholding tax. Interest related to the unpaid taxes was recognized in the Company’s consolidated statements of operations as a component of its income tax provision.

 

For the three months ended June 30, 2012, management made an assessment of whether it was necessary to provide a further provision for interest and penalties on these unpaid amounts. Management determined that no further provision for interest and penalties was necessary given the unlikelihood of payment of the amount already accrued and provided in the financial statements. This assessment was based upon receipt by the company of a report by an independent tax expert that the amount of taxes prior to 2005 may not be payable, the length of time the amount has been outstanding, and that there have been no requests from PRC tax authorities for payment of the unpaid taxes outstanding amounts. As such, management believes that the previously recorded amounts are sufficient to cover any settlement of this liability.

 

The Company’s PRC subsidiaries are deemed “high technology” enterprises subject to preferred tax rates (tax holiday). The table below shows the effect of using the higher rates and earnings per share.

 

		Three months ended June 30,
		2012 (Unaudited)				2011 (Unaudited)
Income (loss) per common share-basic		$	0.09			$	(0.07	)
Effect of tax holiday			0.01				0.01
Pro forma income (loss) per common share-basic		$	0.10			$	(0.06	)

 

14.

OPTION INCENTIVE PLAN

 

On January 16, 2011, the Board adopted the 2010 Equity Incentive Plan (the “2010 Plan”) and reserved 1,500,000 shares of common stock for issuance under the 2010 Plan. On March 9, 2011, the 2010 Plan was approved by the Company’s stockholders at the 2010 Annual Meeting of Stockholders.

 

On January 16, 2011, the Company granted to the directors and officers an option to purchase 910,000 shares of common stock under the 2010 Plan. The options have exercise price of $14.81 per share, an expiration date of five to ten years from the date of grant, and vest over 48 consecutive months: 20% in the first 12-month period; 20% in the second 12-month period; 30% in the third 12-month period; and 30% in the forth 12-month period. The Company determined the fair value of the options on the date of grant was $9,477,024 using the Black-Scholes-Merton option pricing model with the following assumptions: expected volatility, 76%; risk-free interest rate, 1.95%; expected weighted average life, five to ten years; and expected dividend yield, 0%. As of June 30, 2012 and March 31, 2012, the total vested options were 198,000 shares and 165,000 shares, respectively.

 

During June 2011, two candidates resigned from their position and terminated their services to the Company. They also did not exercise their vesting options within three months from the date of their termination. According to the option agreement, their options were forfeited and cancelled; the total number of forfeited and cancelled options was 250,000.

 

 

During the three months ended June 30, 2012 and 2011, no vested options were exercised.

 

At June 30, 2012 and March 31, 2012, outstanding options were as follows:

 

		Number of Shares under Options				Weighted Average Exercise Price
Options outstanding at April 1, 2011			910,000			$	14.81
Options granted			-				-
Options expired or forfeited			(250,000	)			14.81
Options exercised			-				-
Options outstanding at March 31, 2012			660,000				14.81
Options granted			-				-
Options expired or forfeited			-				-
Options exercised			-				-
Options outstanding at June 30, 2012			660,000			$	14.81

 

The following table summarizes information about options outstanding at June 30, 2012:

 

				Options Outstanding												Options Exercisable
Exercise price				Number of shares under Option				Weighted average remaining contractual life (years)				Weighted Average Exercise Price				Number of shares under Option				Weighted Average Exercise Price
$	14.81				660,000				7			$	14.81				198,000			$	14.81

 

At June 30, 2012 and March 31, 2012, the options outstanding and exercisable had no intrinsic value.

 

For the three months ended June 30, 2012 and 2011, the Company has recorded $336,946 and $473,851, respectively, as the fair value of the vested options.

 

As of June 30, 2012, total compensation cost related to non-vested stock options and restricted stock not yet recognized was approximately $4,717,247, which is expected to be recognized over the next 30 months

 

15.

PRODUCT RETURN CONCESSIONS

 

For the three months ended June 30, 2011 and six months ended September 30, 2011, product returns of $474,505 were deducted from sales due to a batch of probiotics products produced in June 2011 that were below the Company’s quality standards due to production problems.

 

As a result of a product returns after certain of our products did not meet our quality standards, and in order to improve the confidence of the Company’s distributors and end-user customers in our probiotics products, we provided special concession credits to our distributors during August 2011 to address the complaints and concerns of customers worried about food and healthcare products in the PRC. Such credits were made available for our distributors to reimburse end-user customers for products which were recalled. We treated these special credits as being comparable to a warranty on our probiotics products, and we incurred a cost of $7,143,914 for these credits for the three months ended September 30, 2011 that has been reflected as an additional cost of product returns in the accompanying consolidated financial statements. No additional such credits were made available for the three months ended June 30, 2012. During the three months ended September 30, 2012, the Company recovered special concession credits amounting to $993,671 (RMB6,280,000) and included such amounts as sales for the three months ended September 30, 2012.

 

16.

COMMITMENTS AND CONTINGENCIES

 

Capital commitments

 

On August 12, 2010, BDH, a subsidiary of the Company, entered into the agreements with a government agency to establish manufacturing facilities for animal probiotics products in the Yangling Agricultural High-tech Industries Demonstration Zone in Shaanxi Province of China. In furtherance of such agreements, BDH incorporated a foreign, wholly owned subsidiary, Growing Yangling, with a registered capital of $50 million. As of March 31, 2012, the Company had injected into Growing Yangling $7.5 million as registered capital. According to the approval from the government agency dated October 12, 2010, the remaining balance of Growing Yangling’s registered capital of $42.5 million must be injected before July 13, 2013.

 

 

Shining also entered into agreements with contractors for initial work on the project in the amount of $125,917, which had not been paid as of June 30, 2012.

 

On February 1, 2012, our subsidiary, Growing, entered into an agreement to acquire a patent regarding a production technology for $6,657,262 (RMB 42,000,000) from an unrelated PRC company. Growing made a deposit of $6,340,249 (RMB 40,000,000) to the seller for the transfer of the patent within 210 days, or by August 30, 2012. The original terms of the agreement were that if the patent cannot be transferred to Growing within 210 days, Growing will be refunded the deposit paid and also be compensated an additional $159,000 (RMB 1,000,000) for damages. The transfer was not completed by August 30, 2012, and on September 3, 2012, Growing and the seller mutually agreed to extend the completion date to December 30, 2012. As of December 21, 2012, the transfer had not yet been completed because the Company is waiting for approval of the transfer from the State Intellectual Property Office of the PRC. The Company has no information to allow it to estimate when such confirmation will be obtained, but expects the transaction to close in 2013, after which the patent is planned to be used in the Company’s operations. Subject to the completion of the transfer of the patent, the Company will have to pay the balance, the future payment of which amounts to $317,012 (RMB2,000,000), which amount was contracted but not provided for as of June 30, 2012.

 

Purchase obligations

 

The Company entered into the agreements with the suppliers to purchase raw materials and packing materials. The amount of future payments is $16,140,442.

 

Other obligations

 

The Company entered into an agreement with a university to perform research and development. The amount of future payments is $1,424,389 (RMB 9,000,000).

 

Pending litigation

 

The Company and certain of its current and former officers and directors have been named as defendants in three putative shareholder class action lawsuits, one in the United States District Court for the Central District of California (Mohapatra v. China-Biotics, Inc., et al., No. 10-cv-6954 (C.D. Cal.), the “Mohapatra case”), and two in the United States District Court for the Southern District of New York (Hill v. China-Biotics, Inc., et al., No. 10-cv-7838 (S.D.N.Y.), the “Hill case”, and Casper v. Jinan, et al, No. 12-cv-4202 (S.D.N.Y), the “Casper case”). After certain shareholders filed motions for appointment as lead plaintiff, the plaintiff in the Mohapatra case voluntarily dismissed its case and the plaintiff in the Hill case, together with another shareholder, were appointed as lead plaintiffs. The lead plaintiffs filed an amended complaint in which they allege that the defendants violated Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making material misstatements or failing to disclose certain material information regarding, among other things, the Company’s financial condition, operations, and future business prospects, and the quality, nature, and quantity of the Company’s retail outlets. The lead plaintiffs seek to represent a class of shareholders who bought the Company’s securities between July 10, 2008 and August 27, 2010.

 

On August 18, 2011, the Company filed a motion to dismiss the lead plaintiffs’ amended complaint. The court dismissed the lead plaintiffs’ Section 11 claim, but gave them leave to replead. The court did not rule on the motion to dismiss the Section 10(b) claim. On January 9, 2012, the lead plaintiffs filed a second amended complaint that included a new named plaintiff and new allegations for the Section 11 claim. On February 27, 2012, the Company filed a motion to dismiss the amended Section 11 claim. Both that motion and the original motion to dismiss the Section 10(b) and Section 20(a) claims are currently pending before the court. The Company intends to defend this action vigorously.

 

In the Casper case, the plaintiff alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making material misstatements and seeks to represent a class of stockholders who bought the Company’s securities between February 9, 2011 and July 1, 2011. On October 18, 2012, the Hill case and the Casper case were consolidated, but no consolidated amended complaint has yet been filed. The Company intends to defend this action vigorously.

 

The Company and its directors have been named as defendants in a derivative lawsuit filed in the United States District Court for the District of Columbia (Marteney v. Song Jinan, et al., No. 10-cv-1983 (D.D.C.)). The complaint alleges that the directors breached their fiduciary duties by disseminating false and misleading financial statements and seeks unspecified damages. On March 26, 2012, the plaintiff filed an amended complaint in which he added Roth Capital Partners LLC and Maxim Group LLC (the “Underwriters”) as defendants. On September 7, 2012, the Underwriters filed a motion to dismiss. On October 23, 2012, the court approved a stipulation in which the plaintiff voluntarily dismissed the claim against the Underwriters. On November 13, 2012, the clerk entered a default against the director defendants. On December 7, 2012, the parties submitted a stipulation lifting the clerk’s entry of default. The defendants intend to defend this action vigorously.

 

 

With respect to the above-referenced litigation matters, the Company is unable at this time to estimate possible losses, if any, or any other impact of the outcome of the litigation matters on the consolidated financial statements.

 

Review of decision ordering that the registration of the Company’s securities be revoked

 

On September 15, 2011, the staff of the SEC informed the Company that it intended to recommend that the SEC institute a public administrative proceeding against the Company for alleged violations of Section 13(a) of the Securities Exchange Act of 1934 and Rules 13a-1 and 13a-13 or 13a-16 promulgated thereunder. On October 7, 2011, the SEC issued an Order Instituting Proceedings to determine whether it was necessary and appropriate to suspend or revoke the registration of the Company’s securities. On February 22, 2012, the administrative law judge overseeing the proceedings issued a decision ordering that the registration of the Company’s securities be revoked. On March 26, 2012, the SEC granted the Company’s petition for review of this decision. The results of the SEC’s review are pending as of December 24, 2012.

 

17.

BUSINESS SEGMENTS

 

The Company operates two business segments for the three months ended June 30, 2012 and 2011, which are retail probiotics products as a health supplement and bulk additives for institutional customers in the PRC. The following is the summary information by segment as of June 30, 2012 and 2011, and for the three months ended June 30, 2012 and 2011:

 

Three months ended June 30, 2012		Retail products				Bulk additives				Segment Total				Corporate				Total
Net revenue		$	2,504,098			$	14,878,385			$	17,382,483			$	-			$	17,382,483
Income (loss) from operations			(798,110	)			4,177,147				3,379,037				(970,393	)			2,408,644
Income taxes			232,504				836,468				1,068,972				-				1,068,972
Total assets			101,639,937				105,876,492				207,516,429				48,703,716				256,220,145
Depreciation and amortization			264,545				728,440				928,985				210,624				1,203,609

 

Three months ended June 30, 2011		Retail products				Bulk additives				Segment Total				Corporate				Total
Net revenue		$	4,542,098			$	4,417,127			$	8,959,225			$	-			$	8,959,225
Income (loss) from operations			(1,237,469	)			90,328				(1,147,141	)			(996,880	)			(2,144,021	)
Income taxes			-				41,908				-				-				41,908
Total assets			110,350,819				77,486,943				187,837,762				43,561,211				231,398,973
Depreciation and amortization			303,916				303,972				607,888				194,012				801,900

 

Reconciliation is provided for unallocated amounts relating to corporate operations, which is not included in the segment information.

 

		Three months ended June 30,
Reconciliation		2012				2011
Total segment operating income		$	3,379,037			$	(1,147,141	)
Corporate overhead expenses			(970,393	)			(996,880	)
Other income, net			732,291				128,899
Income tax expense			(1,068,972	)			(41,908	)
Total consolidated net income (loss)		$	2,071,963			$	(2,057,030	)

 

18.

SUBSEQUENT EVENTS

 

Short term loan

 

On September 19, 2012, a loan from the Bank of China for $3,165,058 (RMB 20,000,000) was borrowed with the same terms, secured by the same assets, corporate headquarters office building of Growing (see Note10), and is due on September 19, 2013. Interest is 7.08% per annum, based on 118% of the twelve months’ of RMB borrowing prime rate established by the People’s Bank of China at the time of funding, and is due at the end of each calendar quarter. The loan is renewable with the bank upon maturity.

 

 

On August 29, 2012, the Company received a loan from Shanghai Rural Commercial Bank for $791,264 (RMB 5,000,000), secured by the land use right in Qingpu of Growing (see Note 9), due August 28, 2013. Interest is 6.90% per annum, based on 118% of the one year’s of RMB borrowing prime rate established by the People’s Bank of China at the time of funding, and is due at the end of each calendar quarter. The purpose of this loan was for purchase of raw materials.

 

Long term loan

 

On September 17, 2012, the Company received a loan from Shanghai Rural Commercial Bank for $158,253 (RMB 1,000,000), secured by the land use right in Qingpu of Growing (see Note 9), due December 17, 2014. Interest is 7.36% per annum, based on 118% of one year’s of RMB borrowing prime rate established by the People’s Bank of China at the time of funding, and is due at the end of each calendar quarter. The purpose of this loan was for financing the costs of renovation project.

 

On September 26, 2012, the Company received a loan from Shanghai Rural Commercial Bank for $158,253 (RMB 1,000,000), secured by the land use right in Qingpu of Growing (see Note 9), due December 26, 2014. Interest is 7.36% per annum, based on 118% of one year’s of RMB borrowing prime rate established by the People’s Bank of China at the time of funding, and is due at the end of each calendar quarter. The purpose of this loan was for financing the costs of renovation project.

 

 

ITEM 2.

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

 

NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q, including the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, contains forward-looking statements which involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “will,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “forecast,” “project” or “continue,” the negative of such terms or other comparable terminology.

 

You should not rely on forward-looking statements as predictions of future events or results. Any or all of our forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions, risks and uncertainties and other factors which could cause actual events or results to be materially different from those expressed or implied in the forward-looking statements. In evaluating these statements, you should consider various factors, including the risks described in this Form 10-Q under “Risk Factors” and elsewhere. These factors may cause our actual results to differ materially from any forward-looking statement. In addition, new factors emerge from time to time and it is not possible for us to predict all factors that may cause actual results to differ materially from those contained in any forward-looking statements. We disclaim any obligation to publicly update any forward-looking statements to reflect events or circumstances after the date of this report, except as required by applicable law.

 

Except as otherwise indicated by the context, references in this Quarterly Report on Form 10-Q to “we,” “us,” and “our” are to the combined business of China-Biotics, Inc. (the “Company”) and to the Company’s wholly owned direct subsidiaries, Sinosmart Group Inc. (“SGI”), Growing State Limited (“GSL”) and King Treasure Group Limited (“KTG”); SGI’s wholly owned subsidiary, Shanghai Shining Biotechnology Co. Ltd. (“Shining”); GSL’s wholly owned subsidiary, Growing Bioengineering (Shanghai) Co. Ltd. (“Growing”); KTG’s wholly owned subsidiary, Best Design Holdings Limited (“BDH”); and BDH’s wholly owned subsidiary, Growing Bio (Yangling) Co. Ltd (“Growing Yangling”). References to “China” or to the “PRC” are references to the People’s Republic of China. All references to “dollars” or “$” refers to United States dollars.

 

Overview

 

We manufacture and sell probiotics products. Probiotics comprise mainly live bacteria, which we produce using advanced proprietary fermentation technology. Currently, our products are sold primarily in the Chinese domestic market.

 

Our retail products are mainly sold to distributors, who then distribute them to various retail outlets such as drug stores and supermarkets or sell directly to enterprise accounts. Typically, 60 to 90 days’ credit is given to the distributors. Our bulk additives products are primarily sold to institutional customers, such as dairy manufacturers, animal feed manufacturers, pharmaceutical companies, and food companies. Typically, 60 to 90 days’ credit is given to the bulk additives products customers. Because of the adverse market environment, the Company has temporarily extended an additional 30 days’ credit to all distributors of retail products and customers of the bulk additives products. As a result, the collection period has also been extended a further 30 days to 120 days.

 

Because of the increasing cost of rents and sales personnel in recent years, since January 2011 we have expanded our retail product sales in China through our growing distribution network and via internet sales. Our management believes that as China has become more affluent, the number of Chinese internet users has increased and Chinese citizens have become more health conscious, resulting in higher demand for healthy and functional foods such as probiotics and yogurt.

 

As our retail products comprise mainly live bacteria, which are reproduced by fermentation, we have historically had a low cost of production, of which packaging costs, including the cost of capsules, represent the largest cost item. During April to June 2012, there was a public health issue relating to so-called “poison capsules” in China that adversely affected all related industries that produce or distribute products in capsule form, including the food and additive markets. For safety purposes, all companies in these affected sectors, including the Company (which has not been linked to any defective or dangerous capsules) suspended the production of products in capsule form until the completion of required government inspection and approval for resuming production. Our retail sales for the three months ended June 30, 2012 were affected, and decreased 46% compared with the same period the prior year. After the clearance of “poison capsule issue”, sales of the Company’s retail products in capsule form rebounded significantly in the three months ended September 30, 2012.

 

Recently, Shining Probiotics Protein Powder has become our best-selling product, representing approximately 34% and 39% of our total sales of our retail products for the three months ended June 30, 2012 and 2011, respectively. Although we have released new products, the percentage contribution of Shining Essence, for many years our biggest-selling retail product, to our total retail sales has decreased, representing approximately 26% and 21% for the three months ended June 30, 2012 and 2011, respectively. Shining Essence is still one of our top three best-selling products. As of June 30, 2012, we had a retail product portfolio of 46 products, and we are currently selling 14 of them in the market.

 

 

Sales of our bulk products contributed 86% of our gross revenue for the three months ended June 30, 2012 and contributed to an increase in sales of over 83% from the same period in 2011.

 

In February 2010, our new bulk production facility in Qingpu commenced commercial production. The state-of-the-art bulk additives production facility has a full capacity of 150 metric tons. Management believes our new facility will help us to continue to meet the increasing market demand for high quality and low cost products.

 

Our management believes that the following trends in China will have an important impact on, and present significant opportunities for, our business:

 

·

Increasing demand for functional food and health supplement products. As the discretionary income and health-consciousness of the average Chinese consumer increase, we expect the demand for functional foods and health supplements to increase.

 

·

Curtailment of the use of antibiotics and preservatives and government support for probiotics. China has the highest per capita consumption of antibiotics in the world. To curtail the overuse of antibiotics, the Chinese government has taken steps to limit the use of antibiotic drugs and preservatives for both humans and animals. Moreover, the Chinese State Food and Drug Administration has also acknowledged that probiotics are beneficial for human health. Recently, the Ministry of Health in China announced an expanded list of probiotics strains allowed to be used in the food industry. The number of probiotics strains on the list has doubled. Management believes that this reflects that the Chinese government is encouraging wider uses of probiotics products in the food industry. Management also believes that it also demonstrates the rapidly expanding probiotics market in China.

 

·

Increasing demand for dairy product additives. The demand for functional foods and foods that use probiotics supplements is growing at a significant rate, and our management believes that it will continue to do so. According to statements made by the Nutrition Development Centre of National Development and Reform Commission in China, effective April 1, 2007, probiotics would be required to be added to baby milk powders produced in China. On October 24, 2011, the MOH published a list of probiotics applicable for baby food for babies aged one year or older.

 

Our management expects to capitalize on the opportunities created by these trends to achieve significant growth through the following:

 

·

We are currently focused on two fast-growing industries in China: the dairy and animal feed sectors. As of June 30, 2012, we had entered into contracts with 88 customers, up from 71 customers at March 31, 2012, for the bulk additives business. In this regard, we have created a number of formulations for testing by many potential customers. We have established business relationships with a variety of commercial customers located in major cities, including Beijing, Tianjin, Chongqing, and Shanghai. During the three months ended June 30, 2012, we developed sales plans for new customers in four additional provinces: Gansu, Hebei, Heilongjiang and Shanxi. Besides the major cities mentioned above in which we do business, our customers are now in 20 provinces, including Guangdong, Jiangsu and Jiangxi, among others. These growing companies are among the leaders in the dairy, animal feed, baked foods, and pharmaceutical industries.

 

·

Construction of a new facility in Yangling - Encouraged by the growing demand for the animal feed market in China, the Company commenced construction of a new facility in the Yangling Zone in the Shaanxi Province of China in June 2012. The cost for constructing the Yangling facility is expected to be over $58 million invested over two years. The facility will produce probiotics and probiotics-related biological additives for the animal feed industry. Currently, the facility is in the construction stage, and the plan is subject to government approval prior to implementation. During the year ended March 31, 2011, the Company made total payments of approximately $3.25 million (RMB 20,608,112) to acquire the land use right of approximately 122,600 square meters (183.94 mu). We received the land use right certificate on January 28, 2012 and commenced construction in June 2012. We expect to complete construction by June 2014 and trial production is expected to commence in 2015. In the existing market environment, the Company will utilize its available cash and bank facilities to fund such construction.

 

·

Wholesale and e-commerce businesses - In our continuing effort to transition from a retail, business-to-consumer model to a wholesale, business-to-business model, and to improve operating efficiency, we have completed the consolidation of our retail outlets. We closed all of our retail outlets by the end of fiscal year 2011, as we believe our distribution network is more efficient for our retail products sales. We have a total of 39 distributors for retail products as of June 30, 2012. In light of increasing online sales of health food and supplements in China and to maintain our existing retail customer base, we launched a “Community Network,” which is dedicated to promoting and selling our retail products online through the Company’s website at http://www.shiningbt.com/Product/. Since its establishment, the in-house e-commerce department is working to better access the market and existing and potential customers. We have also been working with two online selling companies to sell our retail products, including www.ule.com.cn and www.yihaodian.com. In addition, we have established a customer service center to reply to inquiries from our end users.

 

 

·

Improvement in research and development of new products and services - We continue to develop new retail products aimed at improving general human health conditions, enhancing the immune system, and reducing health problems. To further improve our competitiveness in the bulk additives market, we continue to improve and provide our value-added service to institutional customers by assisting their lab and production testing and providing customized technical support, among other things. In addition, we are also working with certain universities, including Northeast Agricultural University, to carry out research and development projects in order to seek to increase the probiotics industry’s capability.

 

Our operations are generally not labor-intensive. We employed 372 people as of June 30, 2012. With production ramping up in the Phase 1 facility and the construction of Phase 2 in Qingpu, we expect increases in our number of employees over the next two years to meet the increase of production capacity and sales demand. We have also been recruiting senior executives to strengthen our management team. However, as wages in China remain relatively low, we expect that labor costs will not materially affect our results of operations in the near term.

 

 

Results of Operations for the Three Months Ended June 30, 2012 Compared with the Three Month Ended June 30, 2011

 

Our results for the three months ended June 30, 2012 and 2011 are summarized below:

 

		Three months ended June 30,
		2012 Amount				% of Net sales				2011 Amount				% of Net sales
Net sales		$	17,382,483				100.00	%		$	8,959,225				100.00	%
Cost of sales			7,278,378				41.87	%			4,482,416				50.03	%
Gross profit			10,104,105				58.13	%			4,476,809				49.97	%
Operating expenses:
Selling expenses			4,036,365				23.22	%			1,970,169				21.99	%
General and administrative expenses			3,659,096				21.05	%			4,650,661				51.91	%
Total operating expenses			7,695,461				44.27	%			6,620,830				73.90	%
Income (loss) from operations			2,408,644				13.86	%			(2,144,021	)			(23.93	)%
Other income and expense:
Interest expense			(145,460	)			(0.84	)%			(270	)			(0.00	)%
Interest income			194,973				1.12	%			387,940				4.33	%
Interest income, net – loan receivable			776,683				4.47	%			-				-
Other expenses			(102,892	)			(0.59	)%			(221,636	)			(2.47	)%
Exchange gain (loss), net			8,987				0.05	%			(37,135	)			(0.41	)%
Total other income			732,291				4.21	%			128,899				1.44	%
Income (loss) before taxes			3,140,935				18.07	%			(2,015,122	)			(22.49	)%
Income taxes			1,068,972				6.15	%			41,908				0.47	%
Net income (loss)		$	2,071,963				11.92	%		$	(2,057,030	)			(22.96	)%

 

Net sales

 

Net sales in our financial statements are stated at invoiced value less sales discount and sales tax. Our net sales for the three months ended June 30, 2012 and 2011 comprised the following:

 

		Three months ended June 30,
		2012				2011
Invoiced value of sales		$	17,779,164			$	9,482,794
Less: Sales discount			(261,896	)			(486,360	)
Less: Sales tax			(134,785	)			(37,209	)
		$	17,382,483			$	8,959,225

 

Net sales increased by $8,423,258 or 94.02% to $17,382,483 for the three months ended June 30, 2012 from $8,959,225 for the three months ended June 30, 2011. The increase was mainly attributable to the increase of the sales of bulk additive products which was enough to compensate for the decrease in sales of retail products due to the occurrence of the “poison capsule issue” in China during April to June 2012.

 

The contributions of our products as a percentage of invoiced value on sales for the three months ended June 30, 2012 and 2011, respectively, are summarized below.

 

		Three months ended June 30,
		2012				2011
Retail products			14.41	%			50.70	%
Bulk additives			85.59	%			49.30	%
			100.00	%			100.00	%

 

Unit volume and unit prices comparatives (on the invoiced value of sales) for the three months ended June 30, 2012 and 2011 are summarized below.

 

 

		Percentage increase (decrease) from the prior year
		Three months ended June 30,
		2012												2011
		Unit volume				Selling prices				Overall increase / (decrease)				Unit Volume				Selling prices				Overall increase / (decrease)
Retail products			(45	)%			(2	)%			(46	)%			(75	)%			22	%			(69	)%
Bulk additives			153	%			13	%			186	%			(46	)%			(25	)%			(60	)%

 

Based on the invoiced value of sales, the retail products invoiced sales contributions decreased to 14.41% in the three months ended June 30, 2012 from 50.70% in the three months ended June 30, 2011. The decrease was mainly attributable to the occurrence of the “poison capsule issue” in China during April to June 2012, as noted above. Compared with our retail products, our bulk additive products were not directly impacted by the poison capsule issue. Further, as we have developed more bulk products customers, the increased sales of bulk additive products have more than compensated for the decrease in sales of retail products.

 

Cost of sales

 

Cost of sales for the three months ended June 30, 2012 was $7,278,378, compared with $4,482,416 for the three months ended June 30, 2011. The increase in cost of sales was primarily caused by the increase in sales for the three months ended June 30, 2012.

 

Unit volume and unit cost comparatives for the three months ended June 30, 2012 and 2011 are summarized below.

 

		Percentage increase (decrease) from the prior year
		Three months ended June 30,
		2012												2011
		Unit volume				Unit Costs				Overall increase / (decrease)				Unit Volume				Unit Costs				Overall increase / (decrease)
Retail products			(45	)%			9	%			(41	)%			(75	)%			(78	)%			(56	)%
Bulk additives			153	%			13	%			186	%			(46	)%			6	%			(43	)%

 

Cost of product returns

 

For the three months ended June 30, 2011, product returns of $474,505 were deducted from sales due to a batch of probiotics products produced in June 2011 that were below the Company’s quality standards due to production problems.

 

As a result of a product return after certain of our products did not meet our quality standards, and in order to improve the confidence of the Company’s distributors and end-user customers in our probiotics products, we provided special concession credits to our distributors during August 2011 to address the complaints and concerns of customers worried about food and healthcare products in the PRC. Such credits were made available for our distributors to reimburse end-user customers for products which were recalled. We treated these credits as being comparable to a warranty on our probiotics products, and we incurred a cost of $7,162,229 for these credits for the year ended March 31, 2012. No additional such credits were made available for the three months ended June 30, 2012.

 

Gross profit

 

Gross profit increased by $5,627,296 or 125.70% to $10,104,105 for the three months ended June 30, 2012 from $4,476,809 for the three months ended June 30, 2011. The increase was mainly attributable to the increase in sales volume of bulk additive products for the three months ended June 30, 2012.

 

Selling expenses

 

Selling expenses increased by $2,066,196 or 104.87% to $4,036,365 or 23.22% of net sales for the three months ended June 30, 2012, compared with $1,970,169 or 21.99% of net sales for the three months ended June 30, 2011. The increase was mainly attributable to the issuance of sales commission to staff who are engaged in the sales and collection of outstanding balances from our customers.

 

General and administrative expenses

 

General and administrative expenses decreased by $991,565 or 21.32% to $3,659,096 or 21.05% of net sales for the three months ended June 30, 2012, compared with $4,650,661 or 51.91% of net sales for the three months ended June 30, 2011. The decrease in general and administrative expenses was mainly attributable to an allowance for doubtful accounts of $404,679 for the three months ended June 30, 2011.

 

 

Income (loss) from operations

 

Income from operations increased by $4,552,665 to $2,408,644 for the three months ended June 30, 2012, from losses from operations of $2,144,021 for the three months ended June 30, 2011. The increase is mainly attributable to the increase in sales and increase in gross profit for the three months ended June 30, 2012.

  

Total other income

 

Total other income increased by $603,391 or 468.11% to $732,290 for the three months ended June 30, 2012, from $128,899 for the three months ended June 30, 2011. The increase is mainly attributable to the investment income for trust and is net of the relevant handling fee amounting to $776,683 for the three months ended June 30, 2012.

 

Income taxes

 

Provision for income taxes was $1,068,972 and $41,908 for the three months ended June 30, 2012 and 2011, respectively. The increase in the provision for income taxes is primarily attributable to the increase in operating profit.

 

Net income (loss)

 

Net income increased by $4,128,993 to $2,071,963 for the three months ended June 30, 2012 from net loss of $2,057,030 for the three months ended June 30, 2011. The increase of net income is mainly attributable to the increase of income from operations of $4,552,665.

 

Segment reporting

 

We have adopted the “products and services” approach for segment reporting. For fiscal years 2012 and 2011, the management considers there to be two reporting segments: retail products and bulk additive products, as the new bulk production plant commenced operations in February 2010 with a separate production and distribution channel. There are also separate operational management teams and operations and marketing strategies for each segment. Therefore, we have used segment reporting since year 2011.

 

Retail products

 

The results of retail products segment for the three months ended June 30, 2012 and 2011 are summarized as below:

 

		Three months ended June 30,
		2012 Amount				% of Net sales				2011 Amount				% of Net sales
Net sales, retail products		$	2,504,098				100.00	%		$	4,542,098				100.00	%
Cost of sales			1,281,644				51.18	%			2,601,341				57.27	%
Gross profit, retail products			1,222,454				48.82	%			1,940,757				42.73	%
Operating expenses:
Selling expenses			905,989				36.18	%			1,133,071				24.95	%
General and administrative expenses			1,114,575				44.51	%			2,045,155				45.03	%
Total operating expenses			2,020,564				80.69	%			3,178,226				69.97	%
Losses from operations, retail products		$	(798,110	)			(31.87	)%		$	(1,237,469	)			(27.24	)%

 

Net sales

 

Net sales in our financial statements are stated at invoiced value less sales discount and sales tax. Our net sales for the fiscal years 2012 and 2011 comprised the following:

 

		Three months ended June 30,
		2012				2011
Invoiced value on sales		$	2,787,346			$	5,050,905
Less: Sales discount			(261,896	)			(486,360	)
Less: Sales tax			(21,352	)			(22,447	)
		$	2,504,098			$	4,542,098

 

 

Net sales decreased by $2,038,000 or 44.87% to $2,504,098 for the three months ended June 30, 2012 from $4,542,098 for the three months ended June 30, 2011. The decrease in sales of retails products is preliminary attributable to the occurrence of the “poison capsule issue” during April to June 2012. According to special guidelines from the Chinese government, all companies involved in the production or use of capsules in products sold by such companies were required to suspend production temporarily, and the production and sale of products containing or utilizing capsules was fully inspected by the government to ensure all relevant standards were met before restarting production. Therefore, both the production operation and sales of our retail products were affected during this period. Following the successful completion of the inspection processes, the Company’s operations involving capsules returned to normal. Sales of the Company’s capsule products rebounded in the following quarter.

 

Cost of sales

 

Cost of sales decreased by $1,319,697 or 50.73% to $1,281,644 for the three months ended June 30, 2012 from $2,601,341 for the three months ended June 30, 2011. The decrease in cost of sales was primarily caused by the decrease of products sold and decreased production activities during the three months ended June 30, 2012.

 

Cost of product returns

 

For the three months ended June 30, 2011, product returns of $474,505 were deducted from sales due to a batch of probiotics products produced in June 2011 that were below the Company’s quality standards due to production problems.

 

As a result of a product returns after certain of our products did not meet our quality standards, and in order to improve the confidence of the Company’s distributors and end-user customers in our probiotics products, we provided special concession credits to our distributors during August 2011 to address the complaints and concerns of customers worried about food and healthcare products in the PRC. Such credits were made available for our distributors to reimburse end-user customers for products which were recalled. We treated these credits as being comparable to a warranty on our probiotics products, and we incurred a cost of $7,162,229 for these credits for the year ended March 31, 2012. No additional such credits were made available for the three months ended June 30, 2012. During the three months ended September 30, 2012, the Company recovered special concession credits amounting to $993,671 (RMB6,280,000) and recognized such amounts in sales for the period.

 

Gross profit

 

Gross profit decreased by $718,303 or 37.01% to $1,222,454 for the three months ended June 30, 2012 from $1,940,757 for the three months ended June 30, 2011. The decrease in gross profit was primarily caused by the decrease of products sold and also the write-off of a special payment to distributors, which we consider a cost of the product returns described above for the three months ended June 30, 2011.

 

Selling expenses

 

Selling expenses were $905,989 or 36.18% of net sales for the three months ended June 30, 2012, compared with $1,133,071 or 24.95% of net sales for the three months ended June 30, 2011. The selling expenses mainly included salary and advertising expenses. This decrease in selling expenses was primarily attributable to a decrease in sales.

 

General and administrative expenses

 

General and administrative expenses decreased by $930,580 or 45.50% to $1,114,575 or 44.51% of net sales for the three months ended June 30, 2012 compared with $2,045,155 or 45.03% of net sales for the three months ended June 30, 2011. The decrease in general and administrative expenses was mainly the result of an allowance for doubtful accounts of $216,468 for the three months ended June 30, 2011.

 

Losses from operations

 

Losses from operations decreased by $439,359 to $798,110 for the three months ended June 30, 2012 from $1,237,469 for the three months ended June 30, 2011. The decrease is mainly attributable to a decrease in operating expenses for the three months ended June 30, 2012 and the write off of returned products and allowance for doubtful accounts incurred for the three months ended June 30, 2011.

 

 

Bulk products

 

The results of bulk additives products segment for the three months ended June 30, 2012 and 2011 are summarized as below:

 

		Three months ended June 30,
		2012 Amount				% of Net sales				2011 Amount				% of Net sales
Net sales, bulk additives products		$	14,878,385				100.00	%		$	4,417,128				100.00	%
Cost of sales			5,996,734				40.31	%			1,881,075				42.59	%
Gross profit, bulk additives products			8,881,651				59.69	%			2,536,053				57.41	%
Operating expenses:
Selling expenses			3,130,376				21.04	%			837,098				18.95	%
General and administrative expenses			1,574,127				10.58	%			1,608,627				36.42	%
Total operating expenses			4,704,503				31.62	%			2,445,725				55.37	%
Income from operations, bulk additives products		$	4,177,147				28.08	%		$	90,328				2.04	%

 

Net sales

 

Net sales in our financial statements are stated at invoiced value less sales discount and sales tax. Our net sales for the fiscal years 2012 and 2011 comprised the following:

 

		Three months ended June 30,
		2012				2011
Invoiced value on sales		$	14,991,818			$	4,431,889
Less: Sales tax			(113,433	)			(14,761	)
		$	14,878,385			$	4,417,128

 

Net sales increased by $10,461,257 or 236.83% to $14,878,385 for the three months ended June 30, 2012, from $4,417,128 for the three months ended June 30, 2011. The increase in sales of bulk additive products is primarily attributable to the normal growth of the business and market demand for additive products.

 

Cost of sales

 

Cost of sales increased by $4,115,659 or 218.79% to $5,996,734 for the three months ended June 30, 2012, from $1,881,075 for the three months ended June 30, 2011. The increase in cost of sales was primarily caused by the increase in products sold for the three months ended June 30, 2012.

 

Gross profit

 

Gross profit increased by $6,345,598 or 250.22% to $8,881,651 for the three months ended June 30, 2012, from $2,536,053 for the three months ended June 30, 2011. The increase of gross profit was primarily caused by the increase in products sold for the three months ended June 30, 2012.

 

Selling expenses

 

Selling expenses were $3,130,376 or 21.04% of net sales for the three months ended June 30, 2012, compared with $837,098 or 18.95% of net sales for the three months ended June 30, 2011. The selling expenses mainly included advertising expenses, promotion expenses, commission and salary. This increase in selling expenses was primarily attributable to increase of commission to $2,334,563 for the three months ended June 30, 2012.

 

General and administrative expenses

 

General and administrative expenses were $1,574,128 or 10.58% of net sales for the three months ended June 30, 2012, compared with $1,608,627 or 36.42% of net sales for the three months ended June 30, 2011. The increase in general and administrative expenses was mainly attributable to an increase in depreciation charges to $283,802 for the three months ended June 30, 2012 from $167,196 for the three months ended June 30, 2011.

 

Income from operations

 

Income from operations increased by $4,086,818 or 45 times to $4,177,147 for the three months ended June 30, 2012, from $90,328 for the three months ended June 30, 2011. The increase is mainly attributable to the increase of gross profit of $6,345,598 from the increase in sales and net of the increase in selling expenses, and general and administrative expenses for the three months ended June 30, 2012 stated above.

 

 

Liquidity and Capital Resources

 

Liquidity

 

We had cash of $50.7 million and working capital of $41.0 million as of June 30, 2012 and cash of $70.0 million and working capital of $57.2 million as of March 31, 2012.

 

Our statements of cash flow for the three months ended June 30, 2012 and 2011 are summarized as below:

 

		Three months ended June 30,
		2012				2011
Net cash provided by operating activities		$	2,237,410			$	12,010,256
Net cash used in investing activities			(20,931,411	)			(1,124,347	)
Net cash (used in) provided by financing activities			(681,442	)			4,445,433
Effect of exchange rate changes on cash			(41,315	)			(1,571,418	)
Net change in cash and cash equivalents balances		$	(19,416,758	)		$	13,759,924

 

Operating activities

 

Net cash provided by operating activities was $2.1 million and $12.0 million for the three months ended June 30, 2012 and 2011, respectively. The primary reason for the decrease in cash flow was a decrease in collection of accounts receivable for the periods, which were $2.8 million and $20.9 million for the three months ended June 30, 2012 and 2011, respectively.

 

Because of the adverse market environment, including the “poison capsule issue”, the Company temporarily extended credit terms of up to 120 days’ credit to all distributors and customers, and as a result, our operating cash inflow was delayed. Our customers, however have historically been large distributors with whom we have done business for a number of years, and so our cash flows from our existing business have been, and we expect them to continue to be, fairly reliable.

 

Investing activities

 

We had capital expenditures totaling $20.9 million for the three months ended June 30, 2012, primarily related to the prepayment of $12.2 million for certain capital expenditures with respect to our facility in Yangling and $8.7 million in the acquisition of property, plant and equipment in Yangling, Qingpu and Shining.

 

Financing activities

 

Cash provided from financing activities was $12.2 million for the three months ended June 30, 2012, and we used net cash of $25.5 million in financing activities in the three months ended June 30, 2011. Details of our financing activities for such periods are as follows:

 

		Three months ended June 30,
		2012				2011
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of loan		$	(792,670	)		$	-
Advance from director			111,228				4,445,433
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		$	(681,442	)		$	4,445,433

 

The net cash used in financing activities for the three months ended June 30, 2012 was primarily from the repayment of a bank loan of $792,670 (RMB 5 million) net of an advance from a director to the Company amounting to $111,228.

 

The net cash provided by financing activities for the three months ended June 30, 2011 was derived primarily from an advance from a director to the Company amounting to $4.4 million.

 

During the periods ended June 30, 2012 and 2011, the advance from a director, Mr. Song Jinan, was entered into because of the difficulty the Company faced in paying expenses incurred outside China in non-PRC currency due to the difficulties the Company had in converting currency because of foreign exchange controls.

 

 

Commitments

 

Capital commitments

 

On August 12, 2010, BDH, a subsidiary of the Company, entered into agreements with a government agency to establish manufacturing facilities for animal probiotics products in the Yangling Agricultural High-tech Industries Demonstration Zone in Shaanxi Province of China. In furtherance of such agreements, BDH incorporated a foreign, wholly owned subsidiary, Growing Yangling, with a registered capital of $50 million. As of June 30, 2012, the Company had injected into Growing Yangling $7.5 million as registered capital. According to the approval from the government agency dated October 12, 2010, the remaining balance of Growing Yangling’s registered capital of $42.5 million must be injected before July 13, 2013.

 

The cost for constructing the Yangling facility is expected to be over $58 million invested over two years, which would be mainly facilitated by the capital injection from BDH. The facility will produce probiotics and probiotics-related biological additives for the animal feed industry. Currently, the facility is in its construction stage. During the year ended March 31, 2011, the Company made total payment of approximately $3.25 million (RMB 20,608,112) to acquire the land use right of approximately 122,600 square meters (183.94 mu). We received the land certificate on January 28, 2012 and commenced construction in June 2012. We expect to complete construction by June 2014. As of June 30, 2012, Growing Yangling entered into agreements with contractors related to the construction of the plant, manufacturing facilities and purchase of production equipment for future payment of $2,552,627 and $21,965,081, respectively.

 

Shining also entered into agreements with contractors for initial work on the project in the amount of $125,917, which had not been paid as of June 30, 2012.

 

On February 1, 2012, our subsidiary, Growing, entered into an agreement to acquire a patent relating to a production technology for $6,647,147 (RMB 42,000,000) from an unrelated PRC company. Growing made a deposit of $6,330,616 (RMB 40,000,000) to the seller for the transfer of the patent within 210 days, or by August 30, 2012. The original terms of the agreement were that if the patent cannot be transferred to Growing within 210 days, Growing will be refunded the deposit paid and also be compensated an additional $159,000 (RMB 1,000,000) for damages. The transfer was not completed by August 30, 2012, and on September 3, 2012, Growing and the seller mutually agreed to extend the completion date to December 30, 2012. As of December 21, 2012, the transfer had not yet been completed because the Company is waiting for approval of the transfer from the State Intellectual Property Office of the PRC. The Company has no information to allow it to estimate when such confirmation will be obtained, but expects the transaction to close in 2013, after which the patent is planned to be used in the Company’s operations. Subject to the completion of the transfer of the patent, the Company will have to pay the balance, the future payment of which amounts to $317,012 (RMB2 million), which amount was contracted but not provided for as of June 30, 2012.

 

Purchase obligations

 

Shining and Growing have entered into agreements with suppliers to purchase raw materials and packing materials, with respect to which the amount of future payments is $16,140,442.

 

Other Obligations

 

Growing entered into an agreement with a university in the PRC to perform research and development. The amount of future payments is $1,424,389 (RMB9 million).

 

Inflation

 

We believe that inflation has not had a material impact on our results of operations for the three months ended June 30, 2012 and 2011.

 

Seasonality

 

Regarding our retail products, many of our customers purchase our products as gifts during the Chinese festivals and holidays, and the seasonal effect is correlated to these holidays during the year. For the first two fiscal quarters, there are no major Chinese festivals or holidays, except for the Dragon Boat Festival (June) and mid-Autumn Festival (September). However, in the last two fiscal quarters, there are some major Chinese festivals and holidays, including National Day (October), Christmas (December), New Year’s Day (January), and Chinese New Year (January to February).

 

With respect to our bulk additive products, while it is still too early to tell, we expect that our bulk additives sales will not be seasonal in nature because the bulk products are purchased by food manufacturers consistently over the year. Except for the possibility of the PRC government implementing from time to time new or different rules and regulations for the food industry, including with respect to additives and related products, we are not aware of and do not foresee any seasonal effects on our bulk additive products business.

 

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

Critical Accounting Policies

 

Our critical accounting policies are described in the Notes to the Financial Statements included in our Annual Report filed with the SEC on Form 10-K for the fiscal year ended March 31, 2012, and this Form 10-Q should be read in conjunction with that Annual Report. This MD&A discusses our consolidated financial statements for the three months ended June 30, 2012 and 2011. These financial statements have been prepared in accordance with generally accepted accounting principles in the United States. In preparing these financial statements, we are required to make estimates and assumptions affecting the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates and judgments on historical experience and on various other factors we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Those estimates and assumptions include estimates for allowance for doubtful accounts, inventory valuation, impairment consideration, assumptions used in the valuation of derivative liabilities, and estimates for potential penalties for late payment of taxes.

 

Revenue Recognition

 

Revenues of the Company are from the sale of our probiotics products. We recognize revenue from the sale of goods when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the sales price is fixed or determinable; and (4) collectability is reasonably assured. Revenues are presented net of value added tax (“VAT”). In our revenue arrangements, physical delivery is the point in time when customer acceptance occurs since title and risk of loss are transferred to the customer.

 

Stock based compensation

 

The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board, whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board, whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

 

The fair value of the Company’s common stock option grant is estimated using the Black-Scholes-Merton option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton option pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton option pricing model could materially affect compensation expense recorded in future periods.

 

Use of estimates as applied to potential penalties for the late payment of taxes

 

In addition to the PRC Enterprise Income Tax (“EIT”), companies in the PRC that are engaged in the sale of goods are generally required to pay value added taxes (“VAT”) at a rate of 17% of the gross sales proceeds received, less any deductible VAT already paid or borne by the taxpayer.

 

Our management believes that our operations in China were exempted from EIT and VAT for all years prior to 2005 because we had been recognized by the local government as an advanced technology enterprise. However, the Company never received a written confirmation from the appropriate tax authorities for the tax exemption status of our operations in China prior to 2005. As a result, there is no way to ascertain the ultimate position which may be taken by the relevant PRC tax authorities in the future and accordingly, full provisions for tax liabilities in the amount of $12,734,640, for all years prior to 2005 have been recorded by the Company. Beginning in January 2006, we made tax payments to the PRC tax authorities for 2005 and we have made regular tax payments to the PRC tax authorities for all subsequent periods.

 

 

In addition, in connection with dividends paid to the Shining shareholders between April 2003 to June 2005, Shining did not deduct a withholding tax at the rate of 20% as required by applicable Chinese laws and regulations. The Company has accrued the dividend withholding tax and interest on the dividend withholding tax.

 

According to PRC tax regulations, the overdue tax liabilities in the PRC for the calendar years prior to 2005 may be subject to interest at the 0.05% per day, and potential penalties for the late payment of taxes which is calculated on the basis of 0.5 times to five times the amount of taxes payable. Through March 31, 2011, the Company accrued the interest that may be potentially payable upon these taxes incurred prior to 2005 and the unpaid dividend withholding tax. Interest related to the unpaid taxes was recognized in the Company’s consolidated statements of operations as a component of its income tax provision.

 

For the three months ended June 30, 2012, management made an assessment of whether it was necessary to provide a further provision for interest and penalties on these unpaid amounts. Management determined that no further provision for interest and penalties was necessary given the unlikelihood of payment of the amount already accrued and provided in the financial statements. This assessment was based upon receipt by the company of a report by an independent tax expert that the amount of taxes prior to 2005 may not be payable, the length of time the amount has been outstanding, and that there have been no requests from PRC tax authorities for payment of the unpaid taxes outstanding amounts. As such, management believes that the previously recorded amounts are sufficient to cover any settlement of this liability.

 

Recent Accounting Pronouncements

 

See Note 2 to the Notes to the Unaudited Condensed Consolidated Financial Statements for the Three months Ended June 30, 2012.

 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

 

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Interest Rates Risk

 

Our exposure to interest rate risk for changes in interest rates relates primarily to the interest-bearing bank loans and interest income generated by our bank deposits. We have not used any derivative financial instruments in our investment portfolio or for cash management purposes. Interest-earning instruments carry a degree of interest rate risk. We have not been exposed nor do we anticipate being exposed to material risks due to changes in interest rates. Nevertheless, our future interest expense or interest income may expect to be decreased due to changes in interest rates in the PRC.

 

Foreign Exchange Rates Risk

 

We do not hold any derivative instruments and do not engage in any hedging activities. Because most of our purchases and sales are made in RMB, any exchange rate change affecting the value of the RMB relative to the U.S. Dollar could have an effect on our financial results as reported in U.S. Dollars. If the RMB were to depreciate against the U.S. Dollar, amounts reported in U.S. Dollars would be correspondingly reduced. If the RMB were to appreciate against the U.S. Dollar, amounts reported in U.S. Dollars would be correspondingly increased.

 

ITEM 4.   CONTROLS AND PROCEDURES.

 

Disclosure Controls and Procedures

 

In a letter to the Company on January 9, 2012, the SEC concluded that the Company’s lack of U.S. GAAP experience is a material weakness in our disclosure controls and procedures. The SEC required the Company to include disclosure about this material weakness in subsequent filings. For information on the Company’s correspondence with the SEC with respect to the Company’s internal controls over financial reporting, see “– Management’s Quarterly Report on Internal Control over Financial Reporting” below.

 

 

Since the SEC’s letter of January 9, 2012, the Company has endeavored to address the concerns raised by the SEC. The Company’s Audit Committee and our management are still engaged in discussions about how best to rectify fully the material weakness in our disclosure controls and procedures. The Audit Committee has recommended that the Company hire additional qualified personnel to prepare the Company’s books and records and financial statements in accordance with U.S. GAAP. The Company has retained the services of an accounting professional to perform our internal audit and assist with SEC compliance for purposes of all future reporting. Management believes that these remediation measures have improved and will materially improve the Company’s disclosure controls and procedures for periods subsequent to March 31, 2012, and that the corresponding material weaknesses are being addressed with respect to periods subsequent to March 31, 2012.

 

An evaluation was performed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our management, including our principal executive officer and principal financial officer, concluded that, as of such date, our disclosure controls and procedures were not effective and suffered from a material weakness because of the Company’s lack of training and/or experience with preparing financial statements in accordance with U.S. GAAP.

 

Management’s Quarterly Report on Internal Control over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of published financial statements in accordance with generally accepted accounting principles. However, because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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 the degree of compliance with policies may deteriorate.

 

In a letter dated January 7, 2011, the SEC commented on the Company’s Annual Report on Form 10-K for Fiscal Year ended March 31, 2010 and Quarterly Report for the Period Ended September 30, 2010. The SEC asked the Company a number of questions about how we prepare financial statements and how we assess our internal controls over financial reporting. The Company replied to the SEC’s comment letter on February 16, 2011, and the SEC and the Company subsequently exchanged numerous comment and reply letters, respectively, through January 9, 2012. In a letter to the Company on that date, the SEC concluded that the Company’s lack of U.S. GAAP experience is a material weakness in our internal control over financial reporting. For information on the Company’s correspondence with the SEC with respect to the Company’s disclosure controls and procedures, see “Disclosure Controls and Procedures” above.

 

In reaching such decision, the SEC concluded that those primarily responsible for the preparation of the Company’s books and records and financial statements do not have the requisite U.S. GAAP experience to prepare financial statements in accordance with U.S. GAAP. The SEC noted that the Company’s former and interim Chief Financial Officers do not hold a license such as that of a Certified Public Accountant in the U.S. and have not attended U.S. institutions or extended educational programs that would provide sufficient relevant education relating to U.S. GAAP; the SEC also noted that most of the U.S. GAAP audit experience, if any, of the Company’s former and interim Chief Financial Officers consists of audits of subsidiary financial information that supports or is included in the U.S. GAAP financial statements of parent registrants. The SEC also noted that the Company’s retention of a consultant to assist with the preparation and fulfillment of all SEC and U.S. GAAP reporting requirements was further evidence that our accounting department does not possess the requisite U.S. GAAP knowledge to prepare financial statements in accordance with U.S. GAAP. The SEC required the Company to file an amended Annual Report on Form 10-K for the year ended March 31, 2010 disclosing such material weakness, which the Company intends to file as promptly as is reasonably practicable, and also required the Company to include disclosure about this material weakness in subsequent filings.

 

Since the SEC’s letter of January 9, 2012, the Company has endeavored to address the concerns raised by the SEC. The Company’s Audit Committee and our management are still engaged in discussions about how best to rectify fully the material weakness in our internal control over financial reporting. The Audit Committee has recommended that the Company hire additional qualified personnel to prepare the Company’s books and records and financial statements in accordance with U.S. GAAP. The Company has retained the services of an accounting professional to perform our internal audit and assist with SEC compliance for purposes of all future reporting. Management believes that these remediation measures have improved and will materially improve the Company’s internal control over financial reporting for periods subsequent to March 31, 2012, and that the corresponding material weaknesses are being addressed with respect to periods subsequent to March 31, 2012.

 

Management is continuing its review of the Company’s internal control over financial reporting as it believes the following material weaknesses still exist: (i) a lack of senior management personnel who have the requisite U.S. GAAP experience to prepare financial statements in accordance with U.S. GAAP; (ii) the Company did not maintain an adequate financial reporting organizational structure (in part due to the turnover of the executives in the CFO and Interim CFO positions) to support the complexity and operating activities of the Company resulting in a weakness in efficiency and controls related to the financial statement closing process; and (iii) the Company may not have maintained sufficiently consistent corporate governance (including proper recording of minutes of meetings and decisions of the Company’s Board of Directors) and financial controls to ensure proper delegation of authority limits and timeliness of Board approval for significant transactions. However, the Company has taken steps described above to remediate these deficiencies. 

 

 

Inherent Limitations on the Effectiveness of Controls

 

Management does not expect that the Company’s disclosure controls and procedures or its internal controls over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.

 

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 

 

PART II - OTHER INFORMATION

 

ITEM 1.   LEGAL PROCEEDINGS.

 

The Company and certain of its current and former officers and directors have been named as defendants in three putative shareholder class action lawsuits, one in the United States District Court for the Central District of California (Mohapatra v. China-Biotics, Inc., et al., No. 10-cv-6954 (C.D. Cal.), the “Mohapatra case”), and two in the United States District Court for the Southern District of New York (Hill v. China-Biotics, Inc., et al., No. 10-cv-7838 (S.D.N.Y.), the “Hill case”, and Casper v. Jinan, et al., No. 12-cv-4202 (S.D.N.Y.), the “Casper case”). After certain shareholders filed motions for appointment as lead plaintiff, the plaintiff in the Mohapatra case voluntarily dismissed its case and the plaintiff in the Hill case, together with another shareholder, were appointed as lead plaintiffs. The lead plaintiffs filed an amended complaint in which they allege that the defendants violated Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making material misstatements or failing to disclose certain material information regarding, among other things, the Company’s financial condition, operations, and future business prospects, and the quality, nature, and quantity of the Company’s retail outlets. The lead plaintiffs seek to represent a class of shareholders who bought the Company’s securities between July 10, 2008 and August 27, 2010.

 

On August 18, 2011, the Company filed a motion to dismiss the lead plaintiffs’ amended complaint. The court dismissed the lead plaintiffs’ Section 11 claim, but gave them leave to replead. The court did not rule on the motion to dismiss the Section 10(b) claim. On January 9, 2012, the lead plaintiffs filed a second amended complaint that included a new named plaintiff and new allegations for the Section 11 claim. On February 27, 2012, the Company filed a motion to dismiss the amended Section 11 claim. Both that motion and the original motion to dismiss the Section 10(b) and Section 20(a) claims are currently pending before the court. The Company intends to defend this action vigorously.

 

In the Casper case, the plaintiff alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making material misstatements and seeks to represent a class of stockholders who bought the Company’s securities between February 9, 2011 and July 1, 2011. On October 18, 2012, the Hill case and the Casper case were consolidated, but no consolidated amended complaint has yet been filed. The Company intends to defend this action vigorously.

 

The Company and its directors have been named as defendants in a derivative lawsuit filed in the United States District Court for the District of Columbia (Marteney v. Song Jinan, et al., No. 10-cv-1983 (D.D.C.)). The complaint alleges that the directors breached their fiduciary duties by disseminating false and misleading financial statements and seeks unspecified damages. On March 26, 2012, the plaintiff filed an amended complaint in which he added Roth Capital Partners LLC and Maxim Group LLC (the “Underwriters”) as defendants. On September 7, 2012, the Underwriters filed a motion to dismiss. On October 23, 2012, the court approved a stipulation in which the plaintiff voluntarily dismissed the claim against the Underwriters. On November 13, 2012, the clerk entered a default against the director defendants. On December 7, 2012, the parties submitted a stipulation lifting the clerk’s entry of default. The defendants intend to defend this action vigorously.

 

On September 15, 2011, the staff of the SEC informed the Company that it intended to recommend that the SEC institute a public administrative proceeding against the Company for alleged violations of Section 13(a) of the Securities Exchange Act of 1934 and Rules 13a-1 and 13a-13 or 13a-16 promulgated thereunder. On October 7, 2011, the SEC issued an Order Instituting Proceedings to determine whether it was necessary and appropriate to suspend or revoke the registration of the Company’s securities. On February 22, 2012, the administrative law judge overseeing the proceedings issued a decision ordering that the registration of the Company’s securities be revoked. On March 26, 2012, the SEC granted the Company’s petition for review of this decision. The results of the SEC’s review are pending as of December 24, 2012.

 

ITEM 1A.   RISK FACTORS.

 

Not required for a smaller reporting company.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS.

 

As discussed further in the report of our management included under Item 4. “Controls and Procedures” of Part I of this Quarterly Report on Form 10-Q, after reviewing our Annual Report on Form 10-K for the year ended March 31, 2010 and our Quarterly Report on Form 10-Q for the period ended December 31, 2010, the SEC concluded in a letter to the Company dated as of January 9, 2012, that the Company’s lack of U.S. GAAP experience is a material weakness in our disclosure controls and procedures and in our internal control over financial reporting. In its letter, the SEC also directed the Company to file an amended Form 10-K for the year ended March 31, 2010 identifying the Company’s lack of U.S. GAAP experience as a material weakness in our disclosure controls and procedures and in our internal control over financial reporting, which the Company intends to file as promptly as is reasonably practicable.

 

 

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4.   MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5.   OTHER INFORMATION.

 

None.

 

ITEM 6.   EXHIBITS.

 

Number		Exhibit
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to China-Biotics, Inc.’s Form 8-K filed on March 23, 2006).
3.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to China-Biotics, Inc.’s Form 8-K filed on March 23, 2006) as amended by the Amendment to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to China-Biotics, Inc.’s Form 10-Q filed on November 10, 2008).
10.1		Securities Exchange Agreement dated March 22, 2006 (incorporated by reference to Exhibit 10.1 to China-Biotics, Inc.’s Form 8-K filed on March 23, 2006).
10.2		Form of Lockup Agreement dated March 22, 2006 (incorporated by reference to Exhibit 10.2 to China-Biotics, Inc.’s Form 8-K filed on March 23, 2006).
10.3		Put Agreement dated March 22, 2006 (incorporated by reference to Exhibit 10.3 to China-Biotics, Inc.’s Form 8-K filed on March 23, 2006).
10.4		Registration Rights Agreement dated March 22, 2006 (incorporated by reference to Exhibit 10.4 to China-Biotics, Inc.’s Form 8-K filed on March 23, 2006).
10.5		Investors’ Rights Agreement dated March 22, 2006 (incorporated by reference to Exhibit 10.5 to China-Biotics, Inc.’s Form 8-K filed on March 23, 2006).
10.6		Stan Ford Agreement dated March 22, 2006 (incorporated by reference to Exhibit 10.6 to China-Biotics, Inc.’s Form 8-K filed on March 23, 2006).
10.7		Summary of English translation of Investment Agreement for lease of land dated March 21, 2006 (incorporated by reference to Exhibit 10.7 to China-Biotics, Inc.’s Form 8-K filed on March 23, 2006).
10.8		Escrow Agreement dated March 22, 2006 (incorporated by reference to Exhibit 10.8 to China-Biotics, Inc.’s Form 10-KSB filed on June 30, 2006).
10.9		Stock Purchase Agreement with Fred Cooper dated February 6, 2006 (incorporated by reference to Exhibit 10.9 to China-Biotics, Inc.’s Form 10-KSB filed on June 30, 2006).
10.10		Loan agreement dated as of September 22, 2005 (incorporated by reference to Exhibit 10.10 to China-Biotics, Inc.’s Form 10-KSB filed on June 30, 2006).

 

 

10.11		Convertible Bond dated as of September 22, 2005 (incorporated by reference to Exhibit 10.11 to China-Biotics, Inc.’s Form 10-KSB filed on June 30, 2006).
10.12		Subscription Agreement dated as of September 22, 2005 (incorporated by reference to Exhibit 10.12 to China-Biotics, Inc.’s Form 10-KSB filed on June 30, 2006).
10.13		English Translation of Equity Transfer Agreement dated August 11, 2005 (incorporated by reference to Exhibit 10.13 to China-Biotics, Inc.’s Form SB-2/A filed on April 27, 2007).
10.14		English Translation of Subscription Agreement dated August 11, 2005 (incorporated by reference to Exhibit 10.13 to China-Biotics, Inc.’s Form SB-2/A filed on April 27, 2007).
10.15		Investment Agreement dated December 11, 2007 (incorporated by reference to Exhibit 10.1 to China-Biotics, Inc’s Form 8-K filed on December 12, 2007).
10.16		Registration Rights Agreement dated December 11, 2007 (incorporated by reference to Exhibit 10.2 to China-Biotics, Inc.’s Form 8-K on December 12, 2007).
10.17		4% Senior Convertible Promissory Note dated December 11, 2007 (incorporated by reference to Exhibit 10.3 to China-Biotics, Inc.’s Form 8-K filed on December 12, 2007).
10.18		Guaranty by Song Jinan in favor of Pope Investments II LLC dated December 11, 2007 (incorporated by reference to Exhibit 10.5 to China-Biotics, Inc.’s Form 8-K filed on December 12, 2007).
10.19		Pledge Agreement between Song Jinan and Pope Investments II LLC dated December 11, 2007 (incorporated by reference to Exhibit 10.5 to China-Biotics, Inc.’s Form 8-K filed on December 12, 2007).
10.20		Form of Purchase Agreement dated January 21, 2009 (incorporated by reference to Exhibit 10.15 to China-Biotics, Inc.’s Form 10-Q filed on February 13, 2009).
10.21		Form of Purchase Agreement dated May 19, 2009 (incorporated by reference to Exhibit 10.1 to China-Biotics, Inc.’s Form 8-K filed on May 20, 2009).
10.22		Share Charge dated September 21, 2009 (effective as of January 24, 2008) (incorporated by reference to Exhibit 10.22 to China-Biotics, Inc.’s Form 10-Q filed on November 16, 2009).
10.23		Underwriting Agreement dated September 29, 2009 (incorporated by reference to Exhibit 1.1 to China-Biotics, Inc.’s Form 8-K filed on September 30, 2009).
10.24		District Entrance Project Agreement dated August 12, 2010 (incorporated by reference to Exhibit 10.19 to China-Biotics, Inc.’s Form 10-Q filed on February 14, 2011).
10.25		2010 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to China-Biotics, Inc.’s Registration Statement on Form S-8 filed on March 11, 2011).
14.1		Code of Ethics (incorporated by reference to Exhibit 14.1 to China-Biotics, Inc.’s Form 10-KSB for the year ended March 31, 2006).
16.1		Letter dated April 13, 2006 from Malone & Bailey PC to the United States Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 to China-Biotics, Inc.’s Form 8-K filed on May 31, 2006).
16.2		Resignation Letter of BDO Limited, dated June 22, 2011 (incorporated by reference to Exhibit 16.1 to China-Biotics, Inc.’s Form 8-K filed on June 23, 2011).
23.1		Letter from BDO Limited, dated June 23, 2011, to the United States Securities and Exchange Commission (incorporated by reference to Exhibit 16.2 to China-Biotics, Inc.’s Form 8-K filed on June 23, 2011).
23.2		Letter from Thornhill Capital LLC to the United States Securities and Exchange Commission, dated September 10, 2012 (incorporated by reference to Exhibit 16.3 to China-Biotics, Inc.’s Form 10-K filed on September 14, 2012).

 

 

31.1		Certification of CEO pursuant to Rule 13a-14(a)/15(d)-14(a).
31.2		Certification of CFO pursuant to Rule 13a-14(a)/15(d)-14(a).
32.1		Certification of CEO pursuant to Section 1350.
32.2		Certification of CFO pursuant to Section 1350.

 

 

SIGNATURES

 

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.

 

	CHINA-BIOTICS, INC.
	By:	/s/ Mr. Song Jinan
		Mr. Song Jinan
		Chairman of the Board, Chief Executive Officer,
		Treasurer and Secretary (Principal Executive
		Officer)

 

Pursuant to the requirements of Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on January 4, 2013.

 

/s/ Song Jinan		Chairman of the Board and Chief Executive Officer
Song Jinan		(Principal Executive Officer)
/s/ Yan Yihong		Chief Financial Officer
Yan Yihong		(Principal Financial and Accounting Officer)
/s/ Chin Ji Wei		Director
Chin Ji Wei
/s/ Du Wen Min		Director
Du Wen Min
/s/ Ivan Chu		Director
Ivan Chu