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EX-32 - RULE 13A-14(B) CERTIFICATIONS - JINZANGHUANG TIBET PHARMACEUTICALS, INC.jzhg10q20091231ex32.htm
EX-31.1 - RULE 13A-14(A) CERTIFICATION - CEO - JINZANGHUANG TIBET PHARMACEUTICALS, INC.jzhg10q20091231ex31-1.htm
EX-31.2 - RULE 13A-14(A) CERTIFICATION - CFO - JINZANGHUANG TIBET PHARMACEUTICALS, INC.jzhg10q20091231ex31-2.htm


U. S. Securities and Exchange Commission
Washington, D. C. 20549

FORM 10-Q

[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended December 31, 2009
 
[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from _____ to _____


Commission File No. 0-53254

JINZANGHUANG TIBET PHARMACEUTICALS, INC.
(Name of Registrant in its Charter)
 
              Delaware               
            26-2443288           
 (State or Other Jurisdiction of
(I.R.S. Employer I.D. No.)
  incorporation or organization)
 
 
Harborside Financial Center, 2500 Plaza V, Jersey City, NJ 07311
(Address of Principal Executive Offices)
 
Issuer's Telephone Number: 201-882-3332
 
Indicate  by check mark  whether the  Registrant  (1) has filed all reports required to be filed by Sections 13 or 15(d) of the  Securities Exchange Act of 1934  during  the  preceding  12 months  (or for such shorter  period  that the Registrant was required to file such reports),  and (2) has been subjected to such filing requirements for the past 90 days.
 
Yes  X                    No       
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)  Yes ____  No ____
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)
 
Large accelerated filer       Accelerated filer        Non-accelerated filer       Smaller reporting company    X  
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)  Yes         No    X   
 
APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:
 
February 19, 2009
Common Voting Stock: 40,645,063

 
 

 

JINZANGHUANG TIBET PHARMACEUTICALS, INC.
 
 
TABLE OF CONTENTS

 
Page(s)
   
Consolidated Balance Sheets as of December 31, 2009 (Unaudited) and June 30, 2009
2
   
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended December 31, 2009 (Unaudited)
3
   
Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2009 (Unaudited)
4
   
Notes to Financial Statements (Unaudited)
5-7
   
 
 

 
 
 

 

JINZANGHUANG TIBET PHARMACEUTICALS, INC.
CONSOLIDATED BALANCE SHEETS
 
           
             
ASSETS
   
December 31,
   
June 30,
 
   
2009
   
2009
 
   
(Unaudited)
       
CURRENT ASSETS:
           
Cash
  $ 138,349     $ 25,115  
Accounts receivable
    -       32,759  
Inventory
    376,047       326,937  
Advance to supplier
    109,484       146,399  
Contract deposit
    146,700       -  
Prepaid expenses and other sundry current assets
    65,497       15,830  
TOTAL CURRENT ASSETS
    836,077       547,040  
                 
               
PROPERTIES AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION AND AMORTIZATION
    582,693       586,000  
                 
TOTAL  ASSETS
  $ 1,418,770     $ 1,133,040  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                 
CURRENT LIABILITIES:
               
     Accrued expenses and other sundry current liabilities
  $ 152,375     $ 635,763  
                 
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES
    152,375       635,763  
                 
STOCKHOLDERS' EQUITY:
               
Common stock, $0.001 par value, 300,000,000 shares authorized, 40,645,063 shares issued and outstanding
    40,645       40,645  
Additional paid-in capital
    1,228,925       490,117  
Accumulated deficit
    (70,443 )     (60,009 )
Accumulated other comprehensive income
    1,401       (3 )
                 
TOTAL STOCKHOLDERS' EQUITY OF JINZANGHUANG TIBET PHARMACEUTICALS, INC.
    1,200,528       470,750  
                 
NONCONTROLLING INTEREST IN SUBSIDIARY
    65,867       26,527  
                 
TOTAL STOCKHOLDERS' EQUITY
    1,266,395       497,277  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 1,418,770     $ 1,133,040  

 
2

 

JINZANGHUANG TIBET PHARMACEUTICALS, INC.
 
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
 
(Unaudited)
 
                         
   
THREE MONTHS ENDED
DECEMBER 31,
   
SIX MONTHS ENDED
DECEMBER 31,
 
   
2009
   
2008
   
2009
   
2008
 
                         
SALES
  $ 323,536     $ -     $ 548,486     $ -  
                                 
COSTS of SALES
    219,860       -       391,716       -  
                                 
GROSS PROFIT
    103,676       -       156,770       -  
                                 
COSTS AND EXPENSES
                               
     General and Administrative Expenses
    60,958       93,310       145,428       93,310  
                                 
INCOME (LOSS) BEFORE INCOME TAX
    42,718       (93,310 )     11,342       (93,310 )
                                 
INCOME TAX
    16,875       -       19,111       -  
                                 
NET INCOME (LOSS)
    25,843       (93,310 )     (7,769 )     (93,310 )
                                 
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
    2,489       -       2,665       -  
                                 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
    23,354       (93,310 )     (10,434 )     (93,310 )
                                 
OTHER COMPREHENSIVE (INCOME) LOSS
                               
   Foreign currency translation adjustment
    21       -       1,365       -  
                                 
COMPREHENSIVE INCOME (LOSS)
    23,375       (93,310 )     (9,069 )     (93,310 )
                                 
LESS: OTHER COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
  $ -     $ -     $ 36     $ -  
                                 
COMPREHENSIVE (INCOME) LOSS ATTRIBUTABLE TO THE COMPANY
  $ 23,375     $ (93,310 )   $ (9,105 )   $ (93,310 )
                                 
                                 
                                 
Basic and diluted earnings per common share
  $ 0.00     $ (0.00 )   $ (0.00 )   $ (0.00 )
                                 
Weighted average number of shares outstanding
    40,645,063       40,645,063       40,645,063       40,645,063  
 
 
 
3

 

JINZANGHUANG TIBET PHARMACEUTICALS, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOW
 
(Unaudited)
 
             
             
   
SIX MONTHS ENDED
DECEMBER 31,
 
   
2009
   
2008
 
OPERATING ACTIVITIES:
           
Net loss attributable to the Company
  $ (10,434 )   $ (93,310 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
     Net income attributable to noncontrolling interests
    2,665       -  
     Depreciation and amortization
    7,452          
Cash used in operating assets and liabilities:
               
     Accounts receivable
    32,804       (97,134 )
     Inventory
    (48,664 )        
     Advance to supplier
    37,115          
     Contract deposit
    (146,700 )     11,003  
     Prepaid exenses and other sundry current assets
    (49,644 )     (425,882 )
     Accounts payable
    -       59,481  
     Accrued expeses and other sundry current liabilities
    (517,961 )     6,804  
NET CASH USED IN OPERATING ACTIVITIES
    (693,367 )     (539,038 )
                 
INVESTING ACTIVITIES:
               
    Acquisition of property and equipment
    (3,345 )     -  
NET CASH USED IN INVESTING ACTIVITIES
    (3,345 )     -  
                 
FINANCING ACTIVITIES:
               
     Proceeds of loan from shareholder
    33,741          
     Contribution from minority interest
    36,675       856,402  
     Capital contribution
    738,808          
NET CASH PROVIDED BY FINANCING ACTIVITIES
    809,224       856,402  
                 
EFFECT OF EXCHANGE RATE ON CASH
    722       (143 )
                 
INCREASE (DECREASE) IN CASH
    113,234       317,221  
                 
CASH - BEGINNING OF PERIOD
    25,115       -  
                 
CASH - END OF PERIOD
  $ 138,349     $ 317,221  
                 
Supplemental disclosures of cash flow information:
               
   Cash paid for income tax
  $ 2,062     $ -  
 

 
4

 

JINZANGHUANG TIBET PHARMACEUTICALS, INC.
 
NOTES TO FINANCIAL STATEMENTS
 
DECEMBER 31, 2009
 


1              BASIS OF PRESENTATION
 
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X relating to smaller reporting companies.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”) for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the six month period ended December 31, 2009 are not necessarily indicative of the results that may be expected for the year ending June 30, 2010.
 
The balance sheet at June 30, 2009 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.
 
For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2009 filed on October 14, 2009.


2              BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES

Jinzanghuang Tibet Pharmaceuticals, Inc. (“the Company”) distributes Tibetan pharmaceutical and nutraceutical products in the People’s Republic of China (“PRC”) through a variable interest entity named Leling Jinzanghuang Biotech Co., Ltd. (“Leling JZH”).

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

For accounting purposes, the above transaction was accounted for as a reverse merger. TMI became the surviving entity for accounting purposes, whereas the Company will be recognized as the surviving entity for legal purposes. Accordingly, the financial statements include the assets, liabilities and operations of TMI.

TMI was organized under the laws of Delaware on September 4, 2008 and is the 100% owner of the registered capital of Beijing Taibodekang Consulting Co., Ltd. (“BTC”).

 
5

 

JINZANGHUANG TIBET PHARMACEUTICALS, INC.
 
NOTES TO FINANCIAL STATEMENTS
 
DECEMBER 31, 2009
 
 
 
BTC is a Wholly Foreign Owned Entity that was organized under the laws of the People’s Republic of China on December 5, 2008. On January 4, 2009, BTC entered into four ten-year agreements (the “Entrusted Management Agreements”) with Leling JZH and its registered equity holders.

The purpose of these agreements is to transfer to BTC full responsibility for the management of Leling JZH, as well as 95% of the financial benefits that arise from the business of Leling JZH. As a result, BTC now has control over the business of Leling JZH.

For variable interest entities, we assess the terms of our interest in each entity to determine if we are the primary beneficiary as prescribed by ASC 810. The primary beneficiary of a variable interest entity is the party that absorbs a majority of the entity’s expected losses, receives a majority of its expected residual returns, or both, as a result of holding variable interests, which are the ownership, contractual, or other pecuniary interests in an entity that change with changes in the fair value of the entity’s net assets excluding variable interests. In according with ASC 810, Leling JZH is considered a variable interest entity (“VIE”).

The accounting effect of the Entrusted Management Agreements between Beijing Taibodekang and Leling Jinzanghuang is to cause the balance sheets and financial results of Leling Jinzanghuang to be consolidated with those of Beijing Taibodekang, with respect to which Leling Jinzanghuang is now a variable interest entity.  Since the parties to the Entrusted Management Agreements were both controlled by Xue Bangyi, who is CEO of both Beijing Taibodekang and Leling Jinzanghuang, the financial statements included in this report reflect the consolidation of the results of operations and cash flows of Leling Jinzanghuang since its inception.

Leling JZH was incorporated under the laws of PRC as a limited liability company on November 20, 2008 and is engaged in the distribution of Tibetan pharmaceutical and nutraceutical products in the PRC.
 
Basis of presentation
 
The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and are presented in U.S. Dollars.

The consolidated financial statements include the financial statements of the Company and its subsidiaries and variable interest entity.  All inter-company transactions and balances among the Company and its subsidiaries are eliminated upon consolidation.

Noncontrolling interest in subsidiary represents the allocation of earnings to the VIE owners who are not at risk for the majority of losses of the VIE, which have been accounted for by using the consolidation method of accounting.
 
Revenue recognition

Revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, and no other significant obligations of the Company exist and collectability is reasonably assured.  Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as advances from customers.

If the Company’s customer distribution agreements contain clauses that grant the customer the right to return or exchange products, the Company accounts for sales to these distributors under the guidance of “Revenue Recognition When Right of Return Exists”.   If the Company does not have sufficient historical evidence of customer acceptance, it recognizes revenue when the return provisions lapse. When the Company has sufficient historical evidence of customer acceptance it recognizes revenue upon shipment or delivery.

 
6

 

JINZANGHUANG TIBET PHARMACEUTICALS, INC.
 
NOTES TO FINANCIAL STATEMENTS
 
DECEMBER 31, 2009
 
 
 
Shipping and handling costs

All amounts billed to customers in a sales transaction for shipping and handling are classified as revenue.

New Accounting Pronouncements

In May 2009, FASB issued new guidance establishing general standards of accounting for disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued, or subsequent events. An entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. Adoption of this standard does not have a material impact on the Company’s results of operations or financial position.

In June 2009, FASB established the Accounting Standards Codification TM (“ASC”) as the single source of authoritative accounting principles recognized by the FASB in the preparation of financial statements in conformity with GAAP. The Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We adopted the new guidance for the quarter ended September 30, 2009, which changed the way we reference accounting standards in our disclosures. Adoption of the Codification is not expected to have a material impact on the Company’s results of operations or financial position.

In August 2009, the FASB updated the accounting standards to provide additional guidance on estimating the fair value of a liability in a hypothetical transaction where the liability is transferred to a market participant. The standard is effective for the first reporting period, including interim periods, beginning after issuance. The Company does not expect the adoption to have a material effect on its consolidated results of operations and financial condition

 
3             CONTRACT DEPOSIT
 
In August 2009 Leling JZH entered into a 10 year contract with the Leling BaiCaoYuan Honeysuckle Planting Cooperative.  Pursuant to the contract, Leling JZH advanced RMB 1,000,000 ($146,700 if translated on December 31, 2009 exchange rate) to be used by the farmers in the Cooperative to plant honeysuckle on 300 acres of land.  All of the honeysuckle that is produced on that acreage and that meets quality standards will be purchased by Leling JZH at negotiated prices that will be 25% below the wholesale market price, except that the discount will be only 10% if the market price is less than RMB 80 per kilogram.  Either party may terminate the agreement after Leling JZH has recouped its investment.

 
7

 
 
JINZANGHUANG TIBET PHARMACEUTICALS, INC.
 
NOTES TO FINANCIAL STATEMENTS
 
DECEMBER 31, 2009
 
 
 
4             CONCENTRATIONS
 
During the six months ended December 31, 2009, the Company made sales to only one customer.

Three products represented approximately 54%, 23% and 12% of total sales for the six months ended December 31, 2009.

One product represented approximately 90% of total sales for the three months ended December 31, 2009.


5             SUBSEQUENT EVENTS

We have evaluated events after the date of these financial statements through February 11, 2010, the date that these financial statements were issued.  There were no material subsequent events as of that date.
 


 
8

 

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

Forward-Looking Statements: No Assurances Intended
 
In addition to historical information, this Quarterly Report contains forward-looking statements, which are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. These forward-looking statements represent Management’s belief as to the future of Jinzanghuang Tibet Pharmaceuticals, Inc.  Whether those beliefs become reality will depend on many factors that are not under Management’s control.  Many risks and uncertainties exist that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in Section 1A:  “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended June 30, 2009.” Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.
 

Outline of our Business

Jinzanghuang Tibet Pharmaceuticals, Inc. is a holding company whose only asset is an indirect 100% ownership interest in Beijing Taibodekang Consulting Co., Ltd. (“Beijing Taibodekang”), a Wholly Foreign Owned Entity organized under the laws of the People’s Republic of China on December 5, 2008.  On January 4, 2009, Beijing Taibodekang entered into four agreements with Leling Jinzanghuang Biotech Co. Ltd. (“Leling Jinzanghuang”) and with the equity owners in Leling Jinzanghuang.  Collectively, the agreements provide Beijing Taibodekang exclusive control over the business of Leling Jinzanghuang.  The relationship is one that is generally identified as “entrusted management.”
 
Leling Jinzanghuang is a Tibetan pharmaceutical and nutraceutical product distribution company.  Leling Jinzanghuang was founded in November 2008 under the laws of the People’s Republic of China with registered capital of 3.5 million RMB ($513,450).  Leling Jinzanghuang’s executive offices and operations are located at Fu Qian Road South End (Westside), Leling City, Shangdong Province, in eastern China. Leling Jinzanghuang engages in the distribution of the pharmaceutical and nutraceutical products that Tibetans have used for centuries to treat diseases and facilitate health. The distributed products are classified by Leling Jinzanghuang in three major categories: pharmaceuticals, therapeutic supplements, and dietary supplements.

The accounting effect of the Entrusted Management Agreements between Beijing Taibodekang and Leling Jinzanghuang is to cause the balance sheets and financial results of Leling Jinzanghuang to be consolidated with those of Beijing Taibodekang, with respect to which Leling Jinzanghuang is now a variable interest entity.  Since the parties to the Entrusted Management Agreements were both controlled by Xue Bangyi, who is CEO of both Beijing Taibodekang and Leling Jinzanghuang, the financial statements included in this report reflect the consolidation of the results of operations and cash flows of Leling Jinzanghuang since its inception.

 
9

 

Results of Operations

Leling Jinzanghuang has entered into a three-year distribution agreement with Shangdong Jinzanghuang to distribute the Tibetan pharmaceutical and health products it manufactures. In November 2008, we advanced $510,516 to Shangdong Jinzanghuang for the production of products, which usually take one to two months. When our fiscal year ended on June 30, 2009, most of that advance had been converted into inventory, which includes both goods in our warehouse and goods delivered to our customers.  In the first three months of the current fiscal year, we advanced additional funds to Shangdong Jinzanghuang, bringing the balance of advances to $109,484 as of December 31, 2009.  These additional advances will again be liquidated through future purchases from Shangdong Jinzanghuang.  As our business grows, we expect the balance of advances to swell proportionately.
 
Our sales during the fiscal quarter and six months ended December 31, 2009 remained relatively low, as we lack the capital necessary to fund a market surge.  Sales during the quarter ended December 31, 2009 totaled $323,536 and sales during the six months ended December 31, 2009 totalled $548,486, all of which arose from the distribution of the products provided by Shangdong Jinzanghuang, and all of which were made to one customer, a sub-distributor for our products. After deducting our cost of sales, we achieved a gross profit margin of 32% for the three months and 28% for the six months ended December 31, 2009.  During the period from initiation of our operations in September 2008 to December 31, 2008 we recorded no sales.
 
During the period from November 20, 2008 to December 31, 2008 we incurred $93,310 in general and administrative expenses.  Most of those expenses were incurred in relation to our efforts to complete a reverse merger of Beijing Taibodekang into a US public shell corporation.  During the quarter ended December 31, 2009, however, our general and administrative expenses totaled $60,958.  During the six months then ended, general and administrative expenses totaled $145,428.   The growth in these expenses primarily reflects the expenses resulting from our new status as a reporting public company, as well as the fact that there were only two months of operations in the period ended December 31, 2008.    We expect our selling, general and administrative expenses to increase in proportion to the increase in our business activity in the coming periods.
 
Because our sales volume was low during the three and six month periods ended December 31, 2009, our gross profit was not significantly larger than our administrative expenses.  As a result, our business generated only $25,843 in net income during the quarter ended December 31, 2009 and generated a consolidated net loss of $7,769 during the six months ended December 31, 2009.  The Entrusted Management Agreements provide, however, that Beijing Taibodekang will receive only 95% of the net profits and suffer 95% of the net losses generated by Leling Jinzanghuang.  The remaining 5% will inure to the benefit of the owners of Leling Jinzanghuang.  For that reason, we attributed $2,489 in net income for the three months and $2,665 in net income for the six months (5% of Leling Jinzanghuang’s total net income for the periods) to noncontrolling interests.

 
10

 

Liquidity and Capital Resources
 
To date, Leling Jinzanghuang has been funded by the contribution of our registered capital made by Leling Jinzanghuang’s four founders: Wang Shuxiang, Zhen Yilin, Yang An, and Kong Ruifen.  In addition, Mr. Xue Bangyi contributed the capital required by Tibet Medicine, Inc. in order to accomplish its reverse merger into the Company.  As a result, at December 31, 2009, we had no bank or other debt.
 
In May 2009, we purchased a building for our operations.  The purchase price was approximately equal to the capital contributions of our founders.  As a result, we had a working capital deficit at June 30, 2009 totaling $88,723.  The deficit occurred because the expenses we incurred to initiate our business had not, as of June 30, 2009, been recaptured through sales, and the cash received from sales had been reinvested in inventory and advances to suppliers.  During the quarter ended September 30, 2009, our principal shareholders made an additional capital contribution of $738,808, most of which we applied to satisfy our accrued expenses and liabilities.  As a result of that contribution, at December 31, 2009 our working capital had grown to $683,702.
 
Our business plan contemplates that we will obtain $5 million to $10 million in additional capital during 2010.  The funds are needed in order to:
 
 
·
Relocate our headquarters from Shangdong to Beijing, where we will have greater access to marketing channels;
 
 
·
Implement our direct marketing program, including development of an online presence;
 
 
·
Acquire the rights to pharmaceuticals and nutraceuticals that will complement our existing product line;
 
 
·
Carry on clinical trials of pharmaceuticals required to obtain SFDA approval;
 
 
·
Establish franchisees throughout China; and
 
 
·
Implement an advertising and marketing program adequate to assure us of substantial market presence.
 
Our plan is to sell a portion of our equity in order to obtain the necessary funds, which will reduce the equity share of our existing shareholders.  To date, however, we have received no commitment from any source for funds.
 
Off-Balance Sheet Arrangements

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

 
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

 
11

 

ITEM 4.
CONTROLS AND PROCEDURES

(a)           Evaluation of disclosure controls and procedures.
 
The term “disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within required time periods. “Disclosure controls and procedures” include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report (the “Evaluation Date”). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, such controls and procedures were effective.

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

 PART II   -   OTHER INFORMATION
 
Item 1A.                 Risk Factors
 
There have been no material changes from the risk factors included in the Annual Report on Form 10-K for the year ended June 30, 2009.
 
Item 6.                    Exhibits
 
31.1
Rule 13a-14(a) Certification - CEO
31.2
Rule 13a-14(a) Certification - CFO
32
Rule 13a-14(b) Certifications
 
 
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SIGNATURES

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

 
JINZANGHUANG TIBET PHARMACEUTICALS, INC.
   
Date: February 19, 2010
By: /s/ Xue Bangyi
 
       Xue Bangyi, Chief Executive Officer
 
 
 
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