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

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2015

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

For the transition period from ____________ to _____________

Commission File Number: 000-52899

NUTRASTAR INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Its Charter)

	Nevada		80-0264950
	(State or other jurisdiction of		(I.R.S. Empl. Ident. No.)
	incorporation or organization)

4/F Yushan Plaza
51 Yushan Road
Nangang District, Harbin 150090
People’s Republic of China
(Address of principal executive offices, Zip Code)

(86) 451-8228-7746
(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 Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No __

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No __

Indicate by check mark whether the registrant is a 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 [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]

The number of shares outstanding of each of the issuer’s classes of common equity, as of November 13, 2015 is as follows:

	Class of Securities		Shares Outstanding
	Common stock, $0.001 par value		17,036,396

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TABLE OF CONTENTS

	PART I – FINANCIAL INFORMATION	Page
Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	14

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PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page(s)
Condensed Consolidated Balance Sheets	F-2
Condensed Consolidated Statements of Income and Comprehensive Income	F-3
Condensed Consolidated Statements of Stockholders’ Equity	F-4
Condensed Consolidated Statements of Cash Flows	F-5
Notes to Condensed Consolidated Financial Statements	F-6 – F-31

F-1

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(AMOUNTS EXPRESSED IN US DOLLARS)

		September 30, 2015			December 31, 2014
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	138,511,991		$	126,542,564
Accounts receivable		87,518			93,066
Inventories		1,437,108			635,409
Prepayments and other receivables		1,004,516			1,489,800
Total current assets		141,041,133			128,760,839
OTHER ASSETS
Intangible assets, net		236,149			613,315
Property, plant and equipment, net		13,165,368			14,424,942
Total assets	$	154,442,650		$	143,799,096
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Other payables and accruals	$	992,339		$	990,290
Taxes payable		2,422,181			2,748,583
Due to a related party		530,739			511,054
Preferred stock dividend payable		786,063			690,662
Total current liabilities		4,731,322			4,940,589
Total liabilities		4,731,322			4,940,589
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred Stock, $0.001 par value, 1,000,000 shares authorized, 74,276 shares and 77,776 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively; aggregate liquidation preference amount: $2,079,728 and $ 2,177,728, plus accrued but unpaid dividend of $786,063 and $690,662, at September 30, 2015 and December 31, 2014, respectively		1,693,950			1,773,772
Common stock, $0.001 par value, 190,000,000 shares authorized, 17,079,951 shares issued and 17,036,396 shares outstanding at September 30, 2015;16,953,541 shares issued and 16,909,986 shares outstanding at December 31, 2014		17,080			16,954
Additional paid-in capital		21,356,499			21,122,372
Statutory reserves		4,989,033			4,989,033
Treasury stock, at cost, 43,555 shares       as of September 30, 2015 and December 31,2014		(78,767	)		(78,767	)
Retained earnings		119,256,143			102,783,308
Accumulated other comprehensive income		2,477,390			8,251,835
Total stockholders' equity		149,711,328			138,858,507
Total liabilities and stockholders' equity	$	154,442,650		$	143,799,096

See accompanying notes to condensed consolidated financial statements

F-2

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

(AMOUNTS EXPRESSED IN US DOLLARS)

		For the Three Months						For the Nine Months
		Ended September 30,						Ended September 30,
		2015			2014			2015			2014
NET REVENUE	$	11,018,333		$	11,164,809		$	31,303,883		$	31,036,052
Cost of goods sold		(2,145,416	)		(2,172,840	)		(6,651,057	)		(6,754,154	)
GROSS PROFIT		8,872,917			8,991,969			24,652,826			24,281,898
Selling expenses		(366,925	)		(326,760	)		(1,092,211	)		(1,052,655	)
General and administrative expenses		(434,205	)		(575,352	)		(1,519,937	)		(1,781,985	)
Income from operations		8,071,787			8,089,857			22,040,678			21,447,258
Other income (expenses):
Interest income		112,392			102,481			338,621			291,565
Foreign exchange differences		(69,579	)		(7,899	)		(71,410	)		(27,627	)
Total other income		42,813			94,582			267,211			263,938
Income before income taxes		8,114,600			8,184,439			22,307,889			21,711,196
Provision for income taxes		(2,123,433	)		(2,124,781	)		(5,707,718	)		(5,622,242	)
NET INCOME		5,991,167			6,059,658			16,600,171			16,088,954
OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustments		(5,924,190	)		9,378			(5,774,445	)		(1,061,364	)
COMPREHENSIVE INCOME	$	66,977		$	6,069,036		$	10,825,726		$	15,027,590
Earnings per share:
Basic	$	0.35		$	0.36		$	0.97		$	0.95
Diluted	$	0.34		$	0.34		$	0.94		$	0.91
Weighted average number of shares outstanding:
Basic		17,016,831			16,878,627			16,994,345			16,799,048
Diluted		17,759,591			17,702,788			17,744,287			17,684,076

See accompanying notes to condensed consolidated financial statements

F-3

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(AMOUNTS EXPRESSED IN US DOLLARS)

		Preferred Stock						Common Stock
																										Accumulated
														Additional												Other
		Number						Number of						Paid-In			Treasury			Statutory			Retained			Comprehensive
		of Shares			Amount			Shares			Amount			Capital			Stock			Reserves			Earnings			Income			Total
Balance at January 1, 2015		77,776		$	1,773,772			16,909,986		$	16,954		$	21,122,372		$	(78,767	)	$	4,989,033		$	102,783,308		$	8,251,835		$	138,858,507
Net income		-			-			-			-			-			-			-			16,600,171			-			16,600,171
Foreign currency translation adjustment		-			-			-			-			-			-			-			-			(5,774,445	)		(5,774,445	)
Preferred stock converted into common stock		(3,500	)		(79,822	)		35,000			35			79,787			-			-			-			-			-
Issuance of common stock for preferred stock dividend		-			-			11,410			11			31,924			-			-			-			-			31,935
Preferred stock dividend		-			-			-			-			-			-			-			(127,336	)		-			(127,336	)
Share-based payments to independent directors		-			-			-			-			122,496			-			-			-			-			122,496
Issuance of restricted stock to independent directors		-			-			80,000			80			(80	)		-			-			-			-			-
Balance at September 30, 2015		74,276		$	1,693,950			17,036,396		$	17,080		$	21, 356,499		$	(78,767	)	$	4,989,033		$	119,256,143		$	2,477,390		$	149,711,328

See accompanying notes to condensed consolidated financial statements

F-4

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(AMOUNTS EXPRESSED IN US DOLLARS)

		For the Nine Months Ended September 30,
		2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	16,600,171		$	16,088,954
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		1,096,250			1,113,418
Share-based compensation expense		122,496			104,425
IR unregistered stock compensation expense		-			92,371
(Increase) decrease in assets:
Accounts receivable		2,063			(39,386	)
Inventories		(850,984	)		(627,118	)
Prepayments and other receivables		441,553			444,593
Increase (decrease) in liabilities:
Other payables and accruals		36,707			(80,074	)
Advance from related party		19,685			237,956
Taxes payable		(228,443	)		(441,777	)
Net cash provided by operating activities		17,239,498			16,893,362
CASH FLOWS FROM FINANCING ACTIVITIES:
Advance from related party		-			29,620
Net cash provided by financing activities		-			29,620
Foreign currency translation adjustment		(5,270,071	)		(951,489	)
INCREASE IN CASH AND CASH EQUIVALENTS		11,969,427			15,971,493
CASH AND CASH EQUIVALENTS, at the beginning of the period		126,542,564			102,599,186
CASH AND CASH EQUIVALENTS, at the end of the period	$	138,511,991		$	118,570,679
NON-CASH TRANSACTIONS
Preferred stock and dividend converted into common stock	$	111,757		$	958,897
Preferred stock dividend payable		127,336			130,920
Share-based payment to officers and directors under equity incentive plan		122,496			104,425
Share-based payment – IR unregistered stock compensation expense		-			92,371
SUPPLEMENTAL DISCLOSURE INFORMATION
Income taxes paid	$	5,765,269		$	5,839,167

See accompanying notes to condensed consolidated financial statements

F-5

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1

DESCRIPTION OF BUSINESS AND ORGANIZATION

Nutrastar International Inc. (“Nutrastar” or the “Company”) was incorporated in the State of Nevada on December 22, 2002. On December 23, 2008, the Company completed a reverse acquisition with New Zealand WAYNE’S New Resources Development Co., Ltd. (“New Resources”). As a result of the reverse acquisition with New Resources, the Company is no longer a shell company and active business operations have been revived. Nutrastar together with its subsidiaries and affiliates as described below are referred to as the “Company”.

On January 11, 2010, the Company filed a Certificate of Amendment to its Articles of Incorporation with the State of Nevada, pursuant to which the Company changed its name to "Nutrastar International Inc."

On October 22, 2010, New Resources, a wholly-owned British Virgin Islands subsidiary of the Company, entered into an equity transfer agreement with the original founders of Heilongjiang Shuaiyi (the “Shuaiyi Founders”), pursuant to which New Resources transferred all of its equity interests in Heilongjiang Shuaiyi New Energy Development Co., Ltd. (“Heilongjiang Shuaiyi”), a then wholly-owned Chinese subsidiary of New Resources, to the Shuaiyi Founders (the “Equity Transfer”).

In connection with the Equity Transfer, the Shuaiyi Founders, the Company’s indirectly wholly-owned Chinese subsidiary incorporated on July 13, 2010, Harbin Baixin Biotech Development Co., Ltd. (“Harbin Baixin”) and Heilongjiang Shuaiyi entered into the following commercial arrangements (the “Contractual Arrangement” and together with the Equity Transfer, the “Restructuring”), pursuant to which the Company has contractual rights to control and operate the businesses of Heilongjiang Shuaiyi and Heilongjiang Shuaiyi's two wholly-owned Chinese subsidiaries, Daqing Shuaiyi Biotech Co., Ltd. (“Daqing Shuaiyi”) and Harbin Shuaiyi Green & Specialty Food Trading LLC (“Harbin Shuaiyi” and together with Heilongjiang Shuaiyi and Daqing Shuaiyi, the “VIEs”):

Service Agreement
Pursuant to a technical service agreement, entered into by and between Harbin Baixin and Heilongjiang Shuaiyi, Harbin Baixin will provide certain exclusive technical services to Heilongjiang Shuaiyi in exchange for the payment by Heilongjiang Shuaiyi of a service fee that is calculated based on the market price in light of the particulars of the service and the time of such service provided by Harbin Baixin (the “Service Agreement”);

Option Agreement
Pursuant to an exclusive purchase option agreement, entered into by and among Harbin Baixin, the Shuaiyi Founders and Heilongjiang Shuaiyi, the Shuaiyi Founders granted to Harbin Baixin an option to purchase at any time during the term of this agreement, all or part of the equity interests in Heilongjiang Shuaiyi (the “Equity Interests”), at the exercise price equal to the lowest possible price permitted by Chinese laws (the “Option Agreement”);

F-6

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1

DESCRIPTION OF BUSINESS AND ORGANIZATION (CONTINUED)

Voting Rights Agreement
Pursuant to a voting rights proxy agreement, entered into by and among Harbin Baixin, the Shuaiyi Founders and Heilongjiang Shuaiyi, each of the Shuaiyi Founders irrevocably entrusted Harbin Baixin and any entities or individuals designated by Harbin Baixin to, among others, exercise its voting rights and other rights as a shareholder of Heilongjiang Shuaiyi (the “Voting Rights Agreement”); and

Pledge agreement
Pursuant to an equity pledge agreement, entered into by and among Harbin Baixin, the Shuaiyi Founders and Heilongjiang Shuaiyi, the Founders pledged all of the Equity Interests to Harbin Baixin to secure the full and complete performance of the obligations and liabilities on the part of the Shuaiyi Founders and Heilongjiang Shuaiyi under this and above contractual arrangements (the “Pledge Agreement” and together with the Service Agreement, the Option Agreement, the Voting Rights Agreement and the Equity Transfer Agreement, the “Restructuring Documents”).

As a result of the Restructuring, the Company transferred all of its indirect equity interests in Heilongjiang Shuaiyi back to the Shuaiyi Founders, among whom, Ms. Lianyun Han became a majority shareholder of Heilongjiang Shuaiyi by owning a 68.3% equity interest in Heilongjiang Shuaiyi. At the same time, through the above contractual agreement, the Company maintains substantial control over the VIEs’ daily operations and financial affairs, election of their senior executives and all matters requiring shareholder approval. As the primary beneficiary of the VIEs, the Company is entitled to consolidate the financial results of the VIEs in its own condensed consolidated financial statements under Financial Accounting Standards Board Accounting Standard Codification (ASC) Topic 810 and related subtopics related to the consolidation of variable interest entities (collectively, “ASC Topic 810”).

F-7

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1

DESCRIPTION OF BUSINESS AND ORGANIZATION (CONTINUED)

As of September 30, 2015, details of the subsidiaries and affiliates of the Company are as follows:

F-8

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICES

Basis of preparation
These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The interim condensed consolidated financial information as of September 30, 2015 and for the nine and three month periods ended September 30, 2015 and 2014 have been prepared without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures, which are normally included in consolidated financial statements prepared in accordance with U.S. GAAP have not been included. The interim condensed consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, previously filed with the SEC on March 30, 2015.

In the opinion of management, all adjustments (which include all significant normal and recurring adjustments) necessary to present a fair statement of the Company’s interim condensed consolidated financial position as of September 30, 2015, its interim condensed consolidated results of operations and cash flows for the nine and three month periods ended September 30, 2015 and 2014, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

Principle of consolidation
The accompanying condensed consolidated financial statements include the financial statements of Nutrastar and its wholly owned subsidiaries, New Resources, Oriental Global and Harbin Baixin, and its VIEs Heilongjiang Shuaiyi, Daqing Shuaiyi and Harbin Shuaiyi. All significant inter-company balances or transactions have been eliminated on consolidation.

The Company has evaluated the relationship with Heilongjiang Shuaiyi, Daqing Shuaiyi and Harbin Shuaiyi and based on the result of the evaluation, believes that these entities are variable interest entities and that it is the primary beneficiary of these entities. Consequently, the Company has included the results of operations of these variable interest entities in the condensed consolidated financial statements. The Company’s relationships with Heilongjiang Shuaiyi, Daqing Shuaiyi and Harbin Shuaiyi are governed by a series of contractual arrangements. Under PRC laws, Heilongjiang Shuaiyi, Daqing Shuaiyi and Harbin Shuaiyi are independent legal persons and none of them is exposed to liabilities incurred by the other parties.

The accounts of Heilongjiang Shuaiyi, Daqing Shuaiyi and Harbin Shuaiyi are consolidated in the accompanying financial statements pursuant to the Financial Accounting Standards Board Accounting Standard Codification (ASC) Topic 810 and related subtopics related to the consolidation of variable interest entities. The Company does not have any non-controlling interests in net income and accordingly, did not subtract any net income in calculating the net income attributable to the Company. Because of the contractual arrangements, the Company had a pecuniary interest in the VIEs that require consolidation of the Company’s and the VIEs’ financial statements.

Use of estimates
The preparation of these condensed consolidated financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of these condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ from these estimates under different assumptions or conditions. Significant estimates for the periods ended September 30, 2015 and 2014 include the useful lives of property and equipment and intangible assets, assumptions used in assessing impairment for long-term assets and the fair values of share-based payments.

Cash and cash equivalents
Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Because of the short maturity of these investments, the carrying amounts approximate their fair value.

F-9

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)

Accounts receivable
Accounts receivable is stated at cost, net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the failure of customers to make required payments. The Company reviews the accounts receivable on a periodic basis and provides allowances where there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, the customer’s payment history, its current credit-worthiness and current economic trends.

Inventories
Inventories are stated at the lower of cost, determined on a weighted average basis, or market. Costs of inventories include purchase and related costs incurred in bringing the products to their present location and condition. Market value is determined by reference to selling prices after the balance sheet date or to management’s estimates based on prevailing market conditions. Management will write down the inventories to market value if it is below cost. Management also regularly evaluates the composition of its inventories to identify slow-moving and obsolete inventories to determine if a valuation allowance is required.

Derivative financial instruments
The Company evaluates all its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then revalued at each reporting date, with changes in the fair value reported in the consolidated statements of income. For stock-based derivative financial instruments, the Company uses Monte-Carlo simulation methods to value the derivative instruments at inception and on subsequent valuation dates.

Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Gains or losses on disposals are reflected as gain or loss in the year of disposal. The cost of improvements that extend the life of property, plant and equipment are capitalized. These capitalized costs may include structural improvements, equipment and fixtures. All ordinary repair and maintenance costs are expensed as incurred.

Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets as follows:

		Useful Life
		(In years)
Buildings		20-40
Machinery and motor vehicles		5-10
Office equipment		5

Intangible assets
The Company’s intangible assets include a ten-year exclusive right to use a proprietary process and computer software. The Company’s amortization policy on intangible assets is as follows:

		Useful Life
		(In years)
Exclusive right		10
Computer software		4

The Company accounts for its intangible assets pursuant to FASB ASC Subtopic 350-30, “General Intangibles Other Than Goodwill”. Under ASC 350-30-35, intangibles with definite lives continue to be amortized on a straight-line basis over the lesser of their estimated useful lives or contractual terms. Under FASB ASU No.2012-02 Intangible-Goodwill and Other (Topic 350), the Company assesses qualitative factors to determine whether it is necessary to perform a quantitative impairment test. The Company would not be required to calculate the fair value of an indefinite-lived intangible asset unless the Company determines, based on a qualitative assessment, that it is not more likely than not, the indefinite-lived intangible asset is impaired. If the qualitative assessment fails, intangibles with indefinite lives are further evaluated quantitatively for impairment by comparing the asset’s estimated fair value with its carrying value, based on cash flow methodology.

F-10

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)

Impairment of long-lived assets
The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets, including goodwill, if any. An impairment loss is measured and recorded based on discounted estimated future cash flows. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of future cash flows from other asset groups.

Revenue recognition
Revenue is recognized when the following four revenue criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable, and collectability is reasonably assured.

Sales revenue is recognized net of value added and sales related taxes, sales discounts and returns at the time when the merchandise is delivered to the customer. Based on historical experience, management estimates that sales returns are immaterial and has not recorded an allowance for estimated sales returns.

Share-based payments
The Company accounts for share-based compensation awards to employees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that share-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period.

The Company accounts for share-based compensation awards to non-employees in accordance with FASB ASC Topic 718 and FASB ASC Subtopic 505-50, “Equity-Based Payments to Non-employees”. Under FASB ASC Topic 718 and FASB ASC Subtopic 505-50, stock compensation granted to non-employees has been determined as the fair value of the consideration received or the fair value of equity instrument issued, whichever is more reliably measured and is recognized as expenses as the goods or services are received.

Income taxes
The Company is subject to income taxes in the United States and other foreign jurisdictions where it operates. The Company accounts for income taxes in accordance with FASB ASC Topic 740, “Income Taxes”. FASB ASC Topic 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

The Company’s income tax returns are subject to examination by the Internal Revenue Service (“IRS”) and other tax authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations based on the criteria of FASB ASC 740-10-25-5 through 740-10-25-7 and 740-10-25-13 (formerly FASB Interpretation No. 48 (“FIN 48”) “Accounting for Uncertainty in Income Taxes”). The interpretation prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This Interpretation also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures.

F-11

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)

Research and development costs
Research and development costs are expensed as incurred, and are charged to general and administrative expenses. Research and development costs were $118,809 and $119,383 for the nine months ended September 30, 2015 and 2014, respectively.

Advertising costs
The Company expenses all advertising costs as incurred. Advertising costs charged to selling expenses were nil for the nine months ended September 30, 2015 and 2014.

Shipping and handling costs
Substantially all costs of shipping and handling of products to customers are included in selling expense. Shipping and handling costs for the nine months ended September 30, 2015 and 2014 were insignificant.

Comprehensive income
FASB ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and displaying comprehensive income and its components in the consolidated financial statements. Accumulated other comprehensive income includes foreign currency translation adjustments.

Foreign currency
The Company uses the United States dollar (“US Dollar” or “US$” or “$”) for financial reporting purposes. The PRC subsidiaries and VIEs within the Company maintain their books and records in their functional currency, Chinese Renminbi (“RMB”), being the lawful currency in the PRC. Assets and liabilities of the PRC subsidiaries and VIEs are translated from RMB into US Dollars using the applicable exchange rates prevailing at the balance sheet date. Items on the statements of income and cash flows are translated at average exchange rates during the reporting period. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the Company’s financial statements are recorded as accumulated other comprehensive income.

The exchange rates used to translate amounts in RMB into US Dollars for the purposes of preparing the condensed consolidated financial statements are based on the rates as published on the website of People’s Bank of China and are as follows:

		September 30, 2015			December 31, 2014
Balance sheet items, except for equity accounts		US$1=RMB6.3613			US$1=RMB6.1190

		Three months ended September 30,
		2015			2014
Items in the statements of income		US$1=RMB6.2576			US$1=RMB6.1568

		Nine months ended September 30,
		2015			2014
Items in the statements of income and cash flows		US$1=RMB6.1738			US$1=RMB6.1450

No representation is made that the RMB amounts could have been, or could be, converted into US Dollars at the above rates. The value of RMB against US dollars and other currencies may fluctuate and is affected by, among other things, changes in China’s political and economic conditions. Any significant revaluation of RMB may materially affect the Company’s financial condition in terms of US Dollar reporting.

F-12

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)

Segment reporting
The Company follows FASB ASC Topic 280, “Segment Reporting”, which requires that companies disclose segment data based on how management makes decisions about allocating resources to segments and evaluating their performance.

The Company believes that during the three and nine months ended September 30, 2015 and 2014, it operated in three business segments – growing and sales of Cordyceps Militaris, which is widely used for Chinese medicine, manufacturing and sale of functional health beverages featuring the Cordyceps Militaris as a core ingredient, and sales of organic and specialty products. The manufacturing and sale of Cordyceps Militaris functional health beverages was launched in the fourth quarter of 2010.

Throughout the three and nine months ended September 30, 2015 and 2014, all of the Company’s operations were carried out in one geographical segment - China.

Earnings per share
The Company reports earnings per share in accordance with the provisions of FASB ASC Topic 260, "Earnings per Share". FASB ASC Topic 260 requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution (using the treasury stock method) that could occur if securities or other contracts to issue common stock were exercised and converted into common stock.

Commitments and contingencies
The Company follows FASB ASC Subtopic 450-20, “Loss Contingencies” in determining its accruals and disclosures with respect to loss contingencies. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.

F-13

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)

Recent accounting pronouncements
The Financial Accounting Standards Board ("FASB") has issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period. The Company is in the process of evaluating the impact of adoption of this guidance on the consolidated financial statements.

In June 2014, the FASB issued ASU 2014-12, "Compensation - Stock Compensation (Topic 718)" which provides explicit guidance on the treatment of awards with performance targets that could be achieved after the requisite service period. The amendments in ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Company does not expect that the adoption will have a material impact on its consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern. This standard requires management to evaluate for each annual and interim reporting period whether it is probable that the reporting entity will not be able to meet its obligations as they become due within one year after the date that the financial statements are issued. If the entity is in such a position, the standard provides for certain disclosures depending on whether or not the entity will be able to successfully mitigate its going concern status. This guideline is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early application is permitted. The Company does not expect that the adoption will have a material impact on its consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02 "Consolidation (Topic 810): Amendments to the Consolidation Analysis." ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The Company is currently in the process of evaluating the impact of the adoption of ASU 2015-02 on its consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11, Inventory, which requires an entity to measure inventory within the scope at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The effective date for the standard is for fiscal years beginning after December 15, 2016. Early adoption is permitted. The Company does not anticipate that this adoption will have a significant impact on its consolidated financial position, results of operations, or cash flows.

In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. To simplify the accounting for adjustments made to provisional amounts recognized in a business combination, the amendments eliminate the requirement to retrospectively account for those adjustments. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. For all other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. The Company does not anticipate that this adoption will have a significant impact on its consolidated financial position, results of operations, or cash flows.

F-14

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)

Recent accounting pronouncements (continued)
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

NOTE 3

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

The Company values its financial instruments as required by FASB ASC 320-12-65 (formerly SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”). The estimated fair value amounts have been determined by the Company, using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

	Level one —	Quoted market prices in active markets for identical assets or liabilities;
	Level two —	Inputs other than level one inputs that are either directly or indirectly observable; and
	Level three —	Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The carrying values of cash and cash equivalents, trade and other receivables and payables approximate their fair values due to the short maturities of these instruments.

For stock-based derivative financial instruments, the Company uses Monte-Carlo simulation methods to value the derivative instruments at inception and on subsequent valuation dates.

There was no asset or liability measured at fair value on a non-recurring basis as of September 30, 2015 and December 31, 2014.

NOTE 4

ACCOUNTS RECEIVABLE, NET

Accounts receivable consisted of the following:

		September 30, 2015			December 31, 2014
Accounts receivable	$	87,518		$	93,066
Less: Allowance for doubtful debts		-			-
Accounts receivable, net	$	87,518		$	93,066

No allowance was deemed necessary as of September 30, 2015 and December 31, 2014.

F-15

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 5

INVENTORIES

Inventories by major categories are summarized as follows:

		September 30, 2015			December 31, 2014
Raw materials	$	315,685		$	169,025
Work in progress		500,524			432,322
Finished goods		620,899			34,062
Total	$	1,437,108		$	635,409

NOTE 6

PREPAYMENTS AND OTHER RECEIVABLES

Prepayments and other receivables consisted of the following:

		September 30, 2015			December 31, 2014
Prepayments for raw material purchasing	$	992,074		$	1,470,434
Other receivables, net of $nil allowance		12,442			19,366
	$	1,004,516		$	1,489,800

NOTE 7

INTANGIBLE ASSETS, NET

Intangible assets, net consisted of the following:

		September 30, 2015			December 31, 2014
Computer software, cost	$	1,562		$	1,623
Exclusive right to use a secret process, cost		4,717,910			4,904,731
Less: Accumulated amortization		(4,483,323	)		(4,293,039	)
	$	236,149		$	613,315

In April 2006, the Company purchased from a third party a ten-year exclusive right to use a secret process and method in the cultivation and growing of Cordyceps Militaris, which is widely used for traditional Chinese medicine, for a cash consideration of RMB30,000,000, payable over five years. The exclusive right is amortized over its term of ten years using the straight-line method.

Amortization expense was $364,551 and $366,259 for the nine months ended September 30, 2015 and 2014, respectively, and $119,737 and $121,832 for the three months ended September 30, 2015 and 2014 respectively. The estimated expense of the intangible assets over the remainder of fiscal 2015 and the fiscal 2016 will be:

Remainder of fiscal 2015	$	117,935
Fiscal 2016		118,214
	$	236,149

F-16

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8

PROPERTY, PLANT AND EQUIPMENT, NET

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

		September 30, 2015			December 31, 2014
Cost:
Buildings	$	18,961,335		$	19,712,166
Office equipment		27,999			29,108
Machinery		132,087			137,317
Motor vehicles		114,289			118,815
Total cost		19,235,710			19,997,406
Less: Accumulated depreciation		(6,070,342	)		(5,572,464	)
Net book value	$	13,165,368		$	14,424,942

Depreciation expense for the nine months ended September 30, 2015 and 2014 was $731,699 and $747,159, respectively, and $239,275 and $248,534 for the three months ended September 30, 2015 and 2014, respectively.

NOTE 9

OTHER PAYABLES, ACCRUALS AND TAXES PAYABLE

Other payables and accruals consisted of the following:

		September 30, 2015			December 31, 2014
Accrued staff costs	$	888,404		$	943,700
Other payables		103,935			46,590
	$	992,339		$	990,290

Accrued staff costs mainly represent salary payables, fringe and social benefit accruals. According to the prevailing laws and regulations of the PRC, all eligible employees of the Company’s subsidiaries and VIEs are entitled to staff welfare benefits including medical care, welfare subsidies, unemployment insurance and pension benefits through a PRC government-mandated multi-employer defined contribution plan (“social insurance”). The Company’s subsidiaries and VIEs are required to: i) accrue the social insurance based on certain percentages of the qualified employees’ salaries; and ii) make contributions to the plans for the amounts accrued. For the past periods, the Company’s subsidiaries and VIEs recorded the accrual amount but the actual social insurance plan was not established to receive the contribution. The recorded accruals for the social insurance reflected an estimate of the probable liability incurred based on the information available at the date of each financial statement.

Taxes payable consisted of the following:

		September 30, 2015			December 31, 2014
Value added tax	$	303,866		$	423,818
Income tax		2,040,508			2,207,274
Others		77,807			117,491
	$	2,422,181		$	2,748,583

F-17

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 10

STOCKHOLDERS’ EQUITY

Preferred Stock

The Board of the Company is authorized, without further action by the shareholders, to issue, from time to time, up to 1,000,000 shares of preferred stock in one or more classes or series. Similarly, the Board is authorized to fix or alter the designations, powers, preferences and the number of shares which constitute each such class or series of preferred stock. Such designations, powers or preferences may include, without limitation, dividend rights (and whether dividends are cumulative), conversion rights, if any, voting rights (including the number of votes, if any, per share), redemption rights (including sinking fund provisions, if any), and liquidation preferences of any unissued shares or wholly unissued series of preferred stock.

On May 27, 2010, the Company created, from the authorized but unissued shares of its preferred stock, a series of preferred stock consisting of 300,000 shares and has designated this series of preferred stock as the Series A Preferred Stock of which the Company issued 197,706 shares upon the closings of the private placement in 2010.

The Company has evaluated the terms of the Series A Preferred Stock and determined that the Series A Preferred Stock, without embodying an obligation for the Company to repurchase or to settle by transferring assets, is not a liability in accordance with the guidance provided in ASC Topic 480, Distinguishing Liabilities from Equity.

Also, the Series A Preferred Stock has no redemption clause at all, it is not a mezzanine equity (out of permanent equity) in accordance with the requirement of ASC 480-10-S99.

The Series A Preferred Stock is not subject to redemption (except on liquidation) and the holders of the Series A Preferred Stock are entitled to vote together with common stock holders on an as-converted basis. The Series A Preferred Stock, excluding the embedded conversion option, are considered to be an equity instrument and accordingly, the embedded conversion option has not been separated and accounted for as a derivative instrument liability.

Movements of Series A Preferred Stock for the nine months ended September 30, 2015 and 2014 are as below:

						Private Placement on
			Number of Shares			June 7, 2010			June 28, 2010			Total
	Balance at January 1, 2015		77,776		$	1,521,171		$	252,601		$	1,773,772
	Preferred stock converted into common stock		(3,500	)		(79,822	)		-			(79,822	)
	Balance at September 30, 2015		74,276		$	1,441,349		$	252,601		$	1,693,950

						Private Placement on
			Number of Shares			June 7, 2010			June 28, 2010			Total
	Balance at January 1, 2014		110,066		$	2,030,706		$	479,477		$	2,510,183
	Preferred stock converted into common stock		(32,290	)		(509,535	)		(226,876	)		(736,411	)
	Balance at September 30, 2014		77,776		$	1,521,171		$	252,601		$	1,773,772

During the nine months ended September 30, 2015 and 2014, 3,500 shares and 32,290 shares of Series A Preferred Stock were converted into 35,000 shares and 322,900 shares of common stock, at a 1 for 10 ratio. In addition, during the nine months ended September 30, 2015 and 2014, 11,410 shares and 79,480 shares of common stock were issued to the investors as settlement of stock dividends of $31,935 and $222,486, respectively.

F-18

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 11

STATUTORY RESERVES

In accordance with the PRC Companies Law, the Company’s PRC subsidiaries and VIEs are required to transfer 10% of their profits after tax, as determined in accordance with accounting standards and regulations of the PRC, to the statutory surplus reserve. However, the Company’s PRC subsidiaries and VIEs are not required to transfer any profit after tax to the statutory surplus reserve after the accumulated statutory surplus reserves reached 50% of registered capital of the Company’s PRC subsidiaries and VIEs. The statutory surplus reserve is non-distributable.

NOTE 12

SHARE-BASED COMPENSATION

The Company was authorized to issue an aggregate of 2,500,000 shares of its common stock under the 2009 Equity Incentive Plan (“Plan”) as equity awards of incentive stock options, non-statutory stock options, restricted stock, and other equity incentives to employees, officers, directors and consultants. The Plan expires in 2019 and as of September 30, 2015, there were 507,500 shares of common stock available for grant pursuant to the Plan.

Stock options granted to management

On July 16, 2010, the Company entered into a stock option agreement with Mr. Robert Tick (“Mr. Tick”), the Chief Financial Officer of the Company, under the Company’s 2009 Equity Incentive Plan.(“the Plan”). Pursuant to the terms of the stock option agreement, Mr. Tick was granted options to purchase an aggregate of 150,000 shares of common stock of the Company, consisting of, an option to purchase 75,000 shares that would vest in 2011 with an exercise price of $5.00 per share, and an option to purchase 75,000 shares that would vest in 2012 with an exercise price of $7.00 per share. Each of these options expires three years after their respective vesting dates. The Compensation Committee of the Board approved the repricing of the options on January 24, 2011 to an exercise price of $3.50 per share which was higher than the closing price of the Company’s common stock on the OTC Bulletin Board on the date of repricing and the vesting schedules of the outstanding options granted were changed to a semi-annual basis.

According to the stock option agreement, in the event Mr. Tick’s employment with the Company is terminated for any reason except for death or disability, he may exercise these options only to the extent that these options would have been exercisable on the termination date and no later than three months after the termination date. If his employment is terminated due to his death or disability, these options may be exercised only to the extent that these options would have been exercisable by Mr. Tick on the termination date and must be exercised by Mr. Tick no later than twelve months after the termination date. If the employment is terminated for Cause as defined in the stock option Agreement, these options will terminate immediately. In no event will these options be exercised later than December 31, 2015. As of September 30, 2015, a total of 112,500 options granted on July 16, 2010, of which 75,000 options vested on or before December 31, 2011 and 37,500 options vested on June 30, 2012, had expired, respectively. The remaining 37,500 options will be expired on December 31, 2015.

On August 8, 2013, the Company entered into another stock option agreement with Mr. Tick, under the Plan. Pursuant to the terms of the stock option agreement, Mr. Tick was granted an option to purchase an aggregate of 75,000 shares of common stock of the Company. The stock option agreement consisted an option for Mr. Tick to purchase at an exercise price of $0.83 per share of 37,500 shares that vested on November 15, 2013, and an option to purchase 37,500 shares that vested on April 15, 2014. Each of these options expires three years after their respective vesting dates.

F-19

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 12

SHARE-BASED COMPENSATION (CONTINUED)

Stock options granted to management (continued)

In accordance with the guidance provided in ASC Topic 718, Stock Compensation, the compensation costs associated with these options are recognized, based on the grant-date fair values of these options, over the requisite service period, or vesting period. Also in accordance with ASC Topic 718, incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified. The fair value of the option award was estimated on the date of grant using the Black-Scholes option valuation model. The valuation was based on the assumptions noted in the following table.

A summary of options issued and outstanding at September 30, 2015 and the movements since January 1, 2014 to September 30, 2015 are as follows:

					Weighted-
		Number of			Average			Aggregate			Weighted- Average
		Underlying			Exercise Price			Intrinsic			Contractual Life
		Shares			Per Share			Value (1)			Remaining in Years
Outstanding at January 1, 2014		225,000		$	2.61		$	96,750			1.86
Granted		-			-			-			-
Exercised		-			-			-			-
Expired		(75,000	)	$	3.50			-			-
Forfeited		-			-			-			-
Outstanding at December 31, 2014		150,000		$	2.17		$	57,000			1.41
Granted		-			-			-			-
Exercised		-			-			-			-
Expired		(37,500	)		3.50			-			-
Forfeited		-			-			-			-
Outstanding at September 30, 2015		112,500		$	1.72		$	-			0.98
Exercisable at September 30, 2015		112,500		$	1.72		$	-			0.98

(1)

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that would have been realized by the option holders had all option holders exercised their options on September 30, 2015. The intrinsic value of a stock option is the excess of the Company’s closing stock price on September 30, 2015 per share over the exercise price per share, multiplied by the number of shares subject to the option. The aggregate intrinsic value was nil as of September 30, 2015 as the Company’s closing stock price on September 30, 2015 was $0.55 per share, which was below the exercise price $0.83 per share.

The Company recognized compensation expense of nil and nil for the three months ended September 30, 2015 and 2014, and nil and $7,371 for the nine months ended September 30, 2015 and 2014 respectively, in relation to the options granted to Mr. Tick.

F-20

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 12

SHARE-BASED COMPENSATION (CONTINUED)

Restricted shares granted to management (continued)

On August 8, 2013, the Company entered into a restricted shares grant agreement (the "Third Restricted Shares Grant Agreement") under the Company’s Plan with Mr. Tick. Pursuant to the terms of the Third Restricted Shares Grant Agreement, the Company granted to Mr. Tick 75,000 restricted shares (the “Restricted Shares”) of the Company’s common stock. If Mr. Tick’s service with the Company ceases for any reason other than Mr. Tick’s (a) death, (b) disability, (c) retirement, or (d) termination by the Company without cause, any unvested restricted shares will be automatically forfeited to the Company. The Third Restricted Shares vested under the following schedule: 37,500 shares vest on November 15, 2013 and 37,500 shares vest on April 15, 2014.

The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date. No compensation cost is recognized for instruments that are forfeited by the Company because a service condition or a performance condition is not satisfied.

Based on the estimated grant-date fair value of the Company’s common stock of $0.83 on August 8, 2013, the Company recognized compensation expense of nil and nil for the three months ended September 30, 2015 and 2014 and nil and $25,896 for the nine months ended September 30, 2015 and 2014, respectively, for the restricted shares granted to Mr. Tick.

Restricted shares granted to independent directors

On August 15, 2014, the Company entered into separate restricted shares grant agreements with the Company’s independent directors Mr. Henry Ngan, Ms. Virginia P’an, Mr. Jianbing Zhong and Mr. Richard E. Fearon, Jr. Pursuant to the agreements, the Company granted, under the Company’s 2009 Equity Incentive Plan, 40,000 restricted shares to each person, as compensation for the services to be provided by them as independent directors.

The restricted shares granted to independent directors will vest in equal installments on a semi-annual basis over a two-year period. If the independent director’s service with the Company ceases for any reason other than the independent director’s (a) death, (b) disability, (c) retirement, or (d) termination by the Company without cause, any unvested restricted shares will be automatically forfeited to the Company. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date. No compensation cost is recognized for instruments that are forfeited by the Company because a service condition or a performance condition is not satisfied. On February 15, 2015, 10,000 restricted shares to each independent director were vested respectively, the Company issued a total of 80,000 restricted shares to the four independent directors accordingly.

The estimated grant-date fair values of the Company’s common stock was $2.05 on August 15, 2014. The Company then recognized compensation expense of $41,280 and $37,962 for the three months ended September 30, 2015 and 2014, and $122,496 and $71,158 for the nine months ended September 30, 2015 and 2014, respectively, for the restricted shares granted to independent directors.

F-21

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 12

SHARE-BASED COMPENSATION (CONTINUED)

Unregistered shares granted to consultant

On August 3, 2013, the Company entered into an investor relations agreement (the “Agreement”) under the Company’s Plans with a consultant. Pursuant to the terms of the Agreement, the Company would grant a total of 25,000 unregistered shares to the Company’s investor relations consultant for consulting services provided by the consultant during the period August 2013 to June 2014. The Company issued 15,000 shares on September 16, 2013 (vesting date) and issued another 10,000 unregistered shares on January 1, 2014. For the 15,000 shares issued on September 16, 2013, the fair value of the Company’s common stock was $1.05. For the 10,000 shares issued on January 1, 2014, the fair value of the Company’s common stock was $2.58. The Company recognized compensation expense of nil and $23,476 for the three and nine months ended September 30, 2014, respectively. Pursuant to the terms of the Agreement, if during any three-month period, the Average Closing Price is $2.00 per share or greater, the Company shall issue 12,500 (twelve thousand five hundred) Incentive Shares to the consultant. During the first three-month period of 2014, the Average Closing Price is $2.84 per share. The Company then issued 12,500 shares to the consultant on April 2, 2014. The Company recognized total compensation expense of nil and $29,625 for the three and nine months ended September 30, 2014, based on the fair values of the Company’s common stock of US$2.37 on April 2, 2014 for the 12,500 shares issued. No compensation expense recorded in 2015 as the consulting period ended in September 2014.

On August 15, 2014, the Company and American Capital Ventures (the “Consultant”) entered into certain Investor Relations Agreement (the “2014 Agreement”). The Company retained the Consulting Services provided by the Consultant from August 15, 2014 to June 30, 2015. Pursuant to the terms of the 2014 Agreement, the Company has agreed to issue up to 60,000 shares of unregistered common stock to the consultant and its designee, among which 20,000 shares were earned and vested as of August 18, 2014. During the service period, the consultant is entitled to receive additional 15,000 unregistered shares of common stock if the average closing price of the common stock as reported on the Over-the Counter Bulletin Board or any other market on which the common stock is listed or quoted for trading on the date in question (the “Average Closing Price”) is at or above $3.00 but lower than $4.00. The consultant is entitled to receive further 25,000 unregistered shares of common stock if the Average Closing Price is $4.00 per share or greater and the company qualifies, files and is approved for a NASDAQ uplisting. The Company recognized total compensation expense of $39,000 for the three and nine months ended September 30, 2014, based on the fair values of the Company’s common stock of US$1.95 on September 22, 2014 for the 20,000 shares issue.

NOTE 13

INCOME TAXES

The Company’s VIEs and subsidiaries incorporated in the PRC are subject to PRC enterprise income tax (“EIT”). Before January 1, 2008, the PRC EIT rate was generally 33%. In March 2007, the PRC government enacted a new PRC Enterprise Income Tax Law, or the New EIT Law, and promulgated related regulations, Implementation Regulations for the PRC Enterprise Income Tax Law. The New EIT Law and Implementation Regulations became effective on January 1, 2008. The New EIT Law, among other things, imposes a unified income tax rate of 25% for both domestic and foreign invested enterprises registered in the PRC.

The New EIT Law provides a grandfathering on tax holidays which were granted under the then effective tax laws and regulations. Therefore, one of the Company's VIEs, Daqing Shuaiyi, being engaged in growing and sales of organic and specialty food products, continued to be entitled to a preferential tax treatment: an EIT holiday for the two years ended December 31, 2006 and 2007 and a 50% reduction on the EIT rate for the three years ended December 31, 2008, 2009 and 2010.

Daqing Shuaiyi, Harbin Shuayi and Heilongjiang Shuaiyi are subject to an EIT rate of 25%. No provision for PRC taxes was made for Heilongjiang Shuaiyi which had no taxable income in the PRC.

F-22

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 13

INCOME TAXES (CONTINUED)

Harbin Baixin has been subject to an EIT rate of 25% since its incorporation. No provision for PRC taxes was made as Harbin Baixin had no taxable income in the PRC.

No provision for other overseas taxes is made as none of Nutrastar, New Resources and Oriental Global has any taxable income in the U.S., British Virgin Islands or Hong Kong, respectively.

The Company’s income tax expense consisted of:

		For the Three Months						For the Nine Months
		Ended September 30,						Ended September 30,
		2015			2014			2015			2014
Current income tax – PRC	$	2,123,433		$	2,124,781		$	5,707,718		$	5,622,242
Deferred		-			-			-			-
	$	2,123,433		$	2,124,781		$	5,707,718		$	5,622,242

A reconciliation of the provision for income taxes determined at the U.S. federal corporate income tax rate to the Company’s effective income tax rate is as follows:

		For the Three Months						For the Nine Months
		Ended September 30,						Ended September 30,
		2015			2014			2015			2014
Pre-tax income	$	8,114,600		$	8,184,439		$	22,307,889		$	21,711,196
U.S. federal corporate income tax rate		34%			34%			34%			34%
Income tax computed at U.S. federal corporate income tax rate		2,758,964			2,782,709			7,584,682			7,381,806
Reconciling items:
Change in valuation allowance		66,106			67,729			227,380			250,093
Rate differential for PRC earnings		(739,748	)		(750,521	)		(2,052,190	)		(2,005,836	)
Non-deductible expenses and non-reportable income		38,111			24,864			(52,154	)		(3,821	)
Effective tax expense	$	2,123,433		$	2,124,781		$	5,707,718		$	5,622,242

The Company had deferred tax assets as follows:

		September 30, 2015			December 31, 2014
Net operating losses carried forward	$	2,350,014		$	2,122,634
Less: Valuation allowance		(2,350,014	)		(2,122,634	)
Net deferred tax assets	$	-		$	-

F-23

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 13

INCOME TAXES (CONTINUED)

As of September 30, 2015 and December 31, 2014, Nutrastar had $6,566,377 and $6,072,219, respectively, of net operating loss carry forwards available to reduce future taxable income which will expire in various years through 2030. The Company’s PRC subsidiary and VIE entity, Harloin Baixin and Heilongjiang Shuaiyi, had $4,998 and $449,808 net operating loss carry forwards as of September 30, 2015 respectively, available to offset future taxable income which will be expire in various years through 2020. Management believes it is more-likely-than-not that the Company will not realize these potential tax benefits as the Company’s U.S. operations will not generate any operating profits in the foreseeable future. Therefore, the Company recorded a full valuation allowance on its deferred tax assets.

As of September 30, 2015 and December 31, 2014, the Company has no material unrecognized tax benefits which would favorably affect the effective income tax rate in future periods and does not believe that there will be any significant increases or decreases of unrecognized tax benefits within the next twelve months. No interest or penalties relating to income tax matters have been imposed on the Company during the nine months ended September 30, 2015 and 2014, and no provision for interest and penalties was deemed necessary as of September 30, 2015 and December 31, 2014.

According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or its withholding agent. The statute of limitations extends to five years under special circumstances, which are not clearly defined. In the case of a related party transaction, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion.

NOTE 14

EARNINGS PER SHARE

The following table is a reconciliation of the net income and the weighted average shares used in the computation of basic and diluted earnings per share for the two periods presented:

		For the Three Months						For the Nine Months
		Ended September 30,						Ended September 30,
		2015			2014			2015			2014
Income available to common stockholders:
- Net income	$	5,991,167		$	6,059,658		$	16,600,171		$	16,088,954
Less: Preferred stock dividend		(43,285	)		(42,671	)		(127,336	)		(130,920	)
Income available to common stockholders (Basic)	$	5,947,882		$	6,016,987		$	16,472,835		$	15,958,034
Add: Preferred stock dividend		43,285			42,671			127,336			130,920
Income available to common shareholders (Diluted)		5,991,167			6,059,658			16,600,171			16,088,954
Weighted average number of shares:
- Basic		17,016,831			16,878,627			16,994,345			16,799,048
- Effect of dilutive preferred stock		742,760			777,760			747,375			815,901
- Effect of dilutive restricted stock units		-			1,485			-			20,586
- Effect of dilutive options		-			44,916			2,567			48,541
- Diluted		17,759,591			17,702,788			17,744,287			17,684,076
Net income per share
- Basic	$	0.35		$	0.36		$	0.97		$	0.95
- Diluted	$	0.34		$	0.34		$	0.94		$	0.91

F-24

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 14

EARNINGS PER SHARE (CONTINUED)

Diluted earnings per share is calculated by adjusting the weighted average number of common shares outstanding to assume the issuance of all dilutive potential common shares upon conversion.

The diluted earnings per share calculation for the three and nine months ended September 30, 2015 did not include management options and restricted shares to purchase up to 37,500 shares and 80,000 shares of common stock, respectively, because their effect was anti-dilutive.

NOTE 15

RELATED PARTY TRANSACTIONS

Other than disclosed elsewhere in these financial statements, the Company also had the following related party balances and transactions:-

(a)	Due to related parties

			September 30, 2015			December 31, 2014
	Due to Ms. Lianyun Han, Chairperson, CEO and President	$	530,739		$	511,054

The amount due to Ms. Han was non-interest bearing, unsecured and without a fixed repayment date. The balance was mainly for the payment of US$ denominated expenses.

(b)	Lease of land
	For the nine months ended September 30, 2015 and 2014, the Company paid rental expense of $43,915 and $44,067, respectively, for the land leased from Heilongjiang Shuaiyi Technology Development Co., Ltd. (“Shuaiyi Technology”). Shuaiyi Technology and the Company are under common control and management.
	For the three months ended September 30, 2015 and 2014, the Company paid rental expense of $14,350 and $14,623 for the land leased from Shuaiyi Technology, respectively.
(c)	Acquisition of corporate headquarter premises
	On April 15, 2011, Heilongjiang Shuaiyi entered into an asset transfer agreement (the “Transfer Agreement”) with Ms. Han. Pursuant to the Transfer Agreement, Heilongjiang Shuiayi acquired an office building located at 54-1 Ganshui Road, Xiangfang District, Harbin, with a construction area of 1854.1 square meters, from Ms. Han at a cash consideration of RMB12.75 million (approximately $1.95 million including other incidental costs),which was fully paid in April 2011. The purchase price was determined based on a real property valuation report issued by an independent appraisal firm, Harbin Guoxin Real Estate Appraisal and Consulting Co., Limited on November 11, 2010 and reflected approximately equal valuation which Ms. Han originally paid when she acquired such property for the Company. Management believes that based on the property valuation report issued by the independent appraisal firm, the terms of the purchase transaction and the consideration that the Company paid in connection with this transaction were comparable to the terms available and the amounts that would be paid in an arm’s-length transaction.
	It is the current intention of the Company to move the Company headquarters to this office building in the foreseeable future.

F-25

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 16

CONCENTRATION RISK

a)	Concentration of credit risk

As of September 30, 2015 and December 31, 2014, approximately 99.5% and 99.9%, respectively, of the Company’s cash including cash on hand and deposits in accounts are maintained with one financial institution within the PRC. To protect the interest of depositors, the PRC recently introduced deposits insurance which provides maximum compensation of RMB500,000 per depositor if a bank becomes insolvent or bankrupt. However, the Company has not experienced any losses in this financial institution and monitors the soundness and the credit ratings of this financial institution on a periodic basis, thus believes it is currently not exposed to any material risks on its bank deposits in bank accounts with this financial institution. For the nine months ended September 30, 2015 and 2014, all of the Company’s sales arose in the PRC. In addition, all accounts receivable as of September 30, 2015 and December 31, 2014 arose in the PRC.

The following individual customer accounted for 10% or more of the Group’s revenues for the three and nine months ended September 30, 2015 and 2014:

		For the Three Months						For the Nine Months
		Ended September 30,						Ended September 30,
		2015			2014			2015			2014
Lai En Century Co. Ltd		25.8%			24.8%			27.3%			26.8%

Individual customer accounts receivable that represented 10% or more of total accounts receivable as of September 30, 2015 and December 31, 2014 were as follows:

		Percentage of accounts receivable as of
		September 30, 2015			December 31, 2014
Great Northern Wilderness Grain and Oil Warehouse Market		58.0%			55.4%
Gongda Property Management Co. Ltd.		12.9%			-
Dalian Exalts Trade Co., Ltd.		16.5%			15.5%
Shenyang Wellhope Group		12.6%			11.8%
Shandong Province, Linyi City Hong Yun Commodity		-			17.3%

For the nine months ended September 30, 2015 and 2014, all of the Company’s purchases arose in the PRC. In addition, all accounts payable as of September 30, 2015 and December 31, 2014 also arose in the PRC.

The following suppliers accounted for 10% or more of the Company’s procurement for the three and nine months ended September 30, 2015 and 2014:

		For the Three Months						For the Nine Months
		Ended September 30,						Ended September 30,
		2015			2014			2015			2014
Harbin Zijiang Packing Co., Ltd		21.0%			-			25.3%			-
Zhangjiagang NongNong Drinking and Food Ltd Co.Ltd		38.7%			39.6%			29.6%			29.8%
Harbin Reservation During The Oil Co., Ltd.		17.9%			17.7%			20.2%			19.7%
Heliongjiang Xianteng Agricultural Materials Trading Co., Ltd.		-			18.9%			-			23.2%

No individual supplier accounted for 10% or more of total accounts payable as of September 30, 2015 and 2014.

(b)	Concentration of operating risk

Substantially all of the Company’s operations and assets are conducted in and located inside China. The Company’s operations and assets are subject to various political, economic, and other risks and uncertainties inherent in China. Among other risks, the Company’s operations and assets 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.

F-26

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 16

CONCENTRATION RISK (CONTINUED)

(c)	Market rate risk – exchange rate risk

On August 11, 2015, the People’s Bank of China (“PBOC”) reduced the RMB’s reference rate by 1.9 percent, sparking the sharpest fall in the RMB currency since the dollar peg ended a decade ago. The move by the PBOC comes amid growing signs of a deepening slowdown in the mainland economy. The PBOC indicated that the reference rate move was a onetime adjustment, it will keep the currency stable at a reasonable level and it will strengthen the market's role in the fixing of the rate and promote the convergence of the onshore and offshore rates.

NOTE 17

COMMITMENTS AND CONTINGENCIES

(a)	Operating leases

The Company has entered into tenancy agreements for the leases of an exhibition hall and land with a third party and a related company, Shuaiyi Technology (see 15(b)), respectively, for the purposes of the operation of its VIEs. The Company’s commitments for minimum lease payments under these operating leases for the next five years and thereafter as of September 30, 2015 are as follows:

		Related Parties			Non-related Parties			Total
Remainder of fiscal year ending December 31, 2015		14,207			4,347			18,554
Fiscal year ending December 31, 2016		56,828			-			56,828
Fiscal year ending December 31, 2017		56,828			-			56,828
Fiscal year ending December 31, 2018		56,828			-			56,828
Fiscal year ending December 31, 2019		56,828			-			56,828
Thereafter		664,527			-			664,527
Total	$	906,046		$	4,347		$	910,393

During the nine months ended September 30, 2015 and 2014, rental expenses under operating leases amounted to $69,634 and $74,775, respectively.

During the three months ended September 30, 2015 and 2014, rental expenses under operating leases amounted to $21,346 and $25,212, respectively.

(b)	PRC employee costs

According to the prevailing laws and regulations of the PRC, the Company’s subsidiaries and VIEs in the PRC are required to contribute to medical, retirement and unemployment insurance programs for its employees. We have recorded accruals for the probable estimated liability for approximately the past two years. However, in the past we did not provide for contributions for our temporary employees. If the PRC regulatory authorities take the view that we were required to make contributions to the social insurance and housing accumulation funds for our temporary employees, our failure to make previous payments may be in violation of applicable PRC labor laws and PRC governmental authorities may impose penalties on us for failure to comply. In addition, in the event that any current or former employee files a complaint with the PRC government, we may be subject to making up the contributions to the social insurance and housing accumulation funds as well as paying administrative fines. As the Company does not currently believe that it is probable that these additional contributions and fines would be material and, furthermore, cannot be reasonably estimated, no additional provision has been made in this regard.

F-27

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 17

COMMITMENTS AND CONTINGENCIES (CONTINUED)

(c)	Indemnification agreement

On October 5, 2010, the Company entered into an indemnification agreement with each of its newly elected independent directors, Mr. Henry Ngan, Ms. Virginia P’an and Mr. Jianbing Zhong, pursuant to which the Company agreed to indemnify the independent directors against expenses, judgments, fines, penalties or other amounts actually and reasonably incurred by the Independent directors in connection with any proceeding if the independent directors acted in good faith and in the best interests of the Company.

Also on October 5, 2010, the Company entered into an indemnification agreement with Mr. Tick pursuant to which the Company agreed to indemnify Mr. Tick against expenses, judgments, fines, penalties or other amounts actually and reasonably incurred by Mr. Tick in connection with any proceeding if Mr. Tick acted in good faith and in the best interests of the Company.

On January 24, 2011, the Company entered into an indemnification agreement with Mr. Joshua Kurtzig, its newly elected independent director, pursuant to which the Company agreed to indemnify Mr. Kurtzig against expenses, judgments, fines, penalties or other amounts actually and reasonably incurred by the independent director in connection with any proceeding if the independent director acted in good faith and in the best interests of the Company. Mr. Kurtzig resigned from the Company’s Board effective November 26, 2012.

On November 26, 2012, the Company entered into an indemnification agreement with Mr. Richard E. Fearon, Jr., its newly elected independent director, pursuant to which the Company agreed to indemnify Mr. Fearon, Jr. against expenses, judgments, fines, penalties or other amounts actually and reasonably incurred by the independent director in connection with any proceeding if the independent director acted in good faith and in the best interests of the Company.

NOTE 18

SEGMENT INFORMATION

The Company operates in three business segments identified by product, “Cordyceps Militaris”, “beverages” and “organic and specialty food products”. The Cordyceps Militaris segment consists of the growing and sales of Cordyceps Militaris, which business is conducted through Daqing Shuaiyi. The beverages segment consists of the manufacturing of functional health beverages featuring the Cordyceps Militaris as a core ingredient, which business is also conducted through Daqing Shuaiyi and was launched in the fourth quarter of 2010. The organic and specialty food products segment consists of the sales of rice, flour, silage corn and other agricultural products which business is mainly conducted through Harbin Shuaiyi.

During the three and nine months ended September 30, 2015 and 2014, all of the Company’s operations were carried out in one geographical segment - China.

F-28

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 18

SEGMENT INFORMATION (CONTINUED)

The Company’s segment revenue and results for the nine months ended September 30, 2015 and 2014 are as follows:

		Nine Months Ended September 30, 2015
								Organic and
		Cordyceps						Specialty Food			Corporate
		Militaris			Beverages			Products			Unallocated			Consolidated
Segment revenue from external customers	$	26,925,508		$	2,637,917		$	1,740,458		$	-		$	31,303,883
Segment income before income taxes	$	21,682,656		$	1,173,147		$	183,773		$	(731,687	)	$	22,307,889
Income before income taxes													$	22,307,889
Segment assets	$	151,200,411		$	50,504		$	1,652,384		$	1,539,351		$	154,442,650
Total assets													$	154,442,650
Other segment information:
Depreciation and amortization	$	1,013,752			4,151			1,394			76,953			1,096,250
Expenditures for segment assets	$	-		$	-		$	-		$	-		$	-

		Nine Months Ended September 30, 2014
								Organic and
		Cordyceps						Specialty Food			Corporate
		Militaris			Beverages			Products			Unallocated			Consolidated
Segment revenue from external customers	$	26,507,662		$	2,827,151		$	1,701,239		$	-		$	31,036,052
Segment income before income taxes	$	20,922,323		$	1,416,397		$	170,710		$	(798,234	)	$	21,711,196
Income before income taxes													$	21,711,196
Segment assets	$	132,691,382		$	61,937		$	1,480,294		$	1,915,981		$	136,149,594
Total assets													$	136,149,594
Other segment information:
Depreciation and amortization	$	1,030,070			4,170			1,390			77,788			1,113,418
Expenditure for segment assets	$	-		$	-		$	-		$	-		$	-

F-29

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 18

SEGMENT INFORMATION (CONTINUED)

The Company’s segment revenue and results for the three months ended September 30, 2015 and 2014 are as follows:

		Three Months Ended September 30, 2015
								Organic and
		Cordyceps						Specialty Food			Corporate
		Militaris			Beverages			Products			Unallocated			Consolidated
Segment revenue from external customers	$	9,637,943		$	808,515		$	571,875		$	-		$	11,018,333
Segment income before income taxes	$	7,971,387		$	306,561		$	59,811		$	(223,159	)	$	8,114,600
Income before income taxes														8,114,600
Segment assets	$	151,200,411		$	50,504		$	1,652,384		$	1,539,351		$	154,442,650
Total assets													$	154,442,650
Other segment information:
Depreciation and amortization	$	331,917		$	1,364		$	-		$	25,731		$	359,012
Expenditure for segment assets	$	-		$	-		$	-		$	-		$	-

		Three Months Ended September 30, 2014
								Organic and
		Cordyceps						Specialty Food			Corporate
		Militaris			Beverages			Products			Unallocated			Consolidated
Segment revenue from
external customers	$	9,755,483		$	842,081		$	567,245		$	-		$	11,164,809
Segment income before
income taxes	$	7,757,021		$	590,498		$	54,939		$	(218,019	)	$	8,184,439
Income before income taxes														8,184,439
Segment assets	$	132,691,382		$	61,937		$	1,480,294		$	1,915,981		$	136,149,594
Total assets													$	136,149,594
Other segment information:
Depreciation and amortization	$	342,641		$	1,387		$	-		$	26,338		$	370,366
Expenditure for segment assets	$	-		$	-		$	-		$	-		$	-

F-30

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NOTE 19

SUBSEQUENT EVENTS

In accordance with authoritative guidance, we have evaluated any events or transactions occurring after September 30, 2015, the consolidated balance sheet date, through the date of filing of this report and note that there have been no such events or transactions that would require recognition or disclosure in the condensed consolidated financial statements as of and for period ended September 30, 2015, except as disclosed below.

On November 16, 2015, the Company entered into the Note and Common Stock Purchase Agreement (the “Note and SPA”) with (i) Accretive Capital Partners, LLC (“Accretive”), which currently owns approximately 11.86% of the Company’s common stock; (ii) Mr. Richard Fearon Jr., managing director of Accretive and independent Board member of the Company; and (iii) Robert Tick, the Company’s Chief Financial Officer and a Board member.

Pursuant to the Note and SPA, the Company borrowed from Accretive, Mr. Fearon and Mr. Tick (collectively the “Investors”), the aggregate sum of $180,000 (the “Loan Amount”), a portion of the Loan Amount was paid by the Investors in cash at the closing and the remaining portion was paid through the release by Mr. Fearon and Mr. Tick of certain payment obligations of the Company. In connection with procurement of the Loan Amount, the Company issued to the Investors: (a) the promissory notes in the aggregate principal amount of $180,000 and (b) 673,853 shares in the aggregate of the Company’s common stock. The promissory notes bear interests at 1% per month, compounded monthly and maturity not later than March 16, 2016.

F-31

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

Special 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 that are based on the beliefs of our management, and involve risks and uncertainties, as well as assumptions, that, if they ever materialize or proved incorrect, could cause actual results to differ materially from those expressed or implied by such forward-looking statements. The words “believe,” “expect,” “anticipate,” “project,” “targets,” “optimistic,” “intend,” “aim,” “will” or similar expressions are intended to identify forward-looking statements. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements regarding new and existing products, technologies and opportunities; statements regarding market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; uncertainties related to conducting business in China; and any statements of belief or intention. As such, they are subject to risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward looking statements. Such risks and uncertainties include any of the factors and risks mentioned in the “Risk Factors” sections of our Annual Report on Form 10-K for the year ended December 31, 2014 and subsequent SEC filings, and any statements of assumptions underlying any of the foregoing. All forward-looking statements included in this report are based on information available to us on the date of this report. We assume no obligation and do not intend to update these forward-looking statements, except as required by law.

Certain Terms

Except as otherwise indicated by the context, references in this report to:

	•	“BVI” refers to the British Virgin Islands;
	•	“China,” and “PRC” refer to the People’s Republic of China;
	•	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.
	•	“Nutrastar,” “we,” “us,” “our company” and “our” refer to Nutrastar International Inc., a Nevada corporation, its subsidiaries, and, in the context of describing our operations and business and consolidated financial information, include our VIE Entities;
	•	“Renminbi” and “RMB” refer to the legal currency of China;
	•	“SEC” refers to the United States Securities and Exchange Commission;
	•	“Securities Act” refers to the Securities Act of 1933, as amended;
	•	“U.S. dollars,” “dollars” and “$” refer to the legal currency of the United States; and
	•	“VIE Entities” means our consolidated variable interest entities, including Heilongjiang Shuaiyi New Energy Development Co., Ltd. and its subsidiaries as depicted in our organizational chart included in our Annual Report on Form 10-K for the year ended December 31, 2014.

Overview of Our Business

We are a leading China based producer and supplier of premium branded consumer products including commercially cultivated Cordyceps Militaris, organic and specialty food products and functional health beverages.

Our primary product is Cordyceps Militaris, which is a species of parasitic fungus that is typically found in north-eastern China. It is a precious ingredient in traditional Chinese medicine, as Cordyceps Militaris is widely believed in China to offer high medical and health benefits by nourishing the yin, boosting the yang, and invigorating the meridians of the lungs and kidneys. According to Georges Halpern's Healing Mushrooms, certain research has shown that Cordyceps Militaris may boost the immune system, and can be used as a supplement for combating certain effects of fatigue and aging, the occurrences of certain tumors, and combating arteriosclerosis and certain gastrointestinal disorders, as well as reducing blood pressure. In addition, Cordyceps Militaris has significantly high economic values and according to Halpern, wild Cordyceps Militaris can cost as much as $10,000 per kilogram. Due to the extremely sensitive growing conditions of Cordyceps Militaris, it is very difficult to grow the plant in a man-made environment. After several years of laboratory tests, we developed a technology to commercially grow and produce Cordyceps Militaris in 2006. Through our VIE entity, Daqing Shuaiyi, we generated 87.5% and 87.4% of our revenues from Cordyceps Militaris for the third quarter of 2015 and 2014, respectively. We plan to continue to focus on Cordyceps Militaris related based consumer products, which is our fastest growing product line with the greatest market demand and a significantly higher profit margin.

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We also sell organic and specialty food products through our VIE entity, Harbin Shuaiyi, which was formed in 2001. After years of development, we believe that we have become one of the largest wholesale distributor of organic and specialty food in Heilongjiang Province, China. We plan to increase our focus in organic and specialty food products business, including efforts to become a producer and increase our distribution capabilities.

We introduced the Cordyceps Militaris based functional health beverages in the fourth quarter of 2010. The non-carbonized beverage products were developed internally and contain the Cordyceps Militaris as a key ingredient. The products are currently being marketed through distributors to consumers in select cities in Jiangsu and Anhui Province through various distribution channels. We produce and distribute our functional health beverages through our VIE entity, Daqing Shuaiyi.

Recent Development

On November 16, 2015, the Company entered into the Note and Common Stock Purchase Agreement (the “Note and SPA”) with (i) Accretive Capital Partners, LLC (“Accretive”), which currently owns approximately 11.86% of the Company’s common stock; (ii) Mr. Richard Fearon Jr., managing director of Accretive and independent Board member of the Company; and (iii) Robert Tick, the Company’s Chief Financial Officer and a Board member.

Pursuant to the Note and SPA, the Company borrowed from Accretive, Mr. Fearon and Mr. Tick (collectively the “Investors”), the aggregate sum of $180,000 (the “Loan Amount”), a portion of the Loan Amount was paid by the Investors in cash at the closing and the remaining portion was paid through the release by Mr. Fearon and Mr. Tick of certain payment obligations of the Company. In connection with procurement of the Loan Amount, the Company issued to the Investors: (a) the promissory notes in the aggregate principal amount of $180,000 and (b) 673,853 shares in the aggregate of the Company’s common stock. The promissory notes bear interests at 1% per month, compounded monthly and maturity not later than March 16, 2016. See the current report on Form 8-K filed by the Company on November 20, 2015 for more information.

Third Quarter Financial Performance Highlights

The following are some financial highlights for the third quarter of 2015:

	•	Net Revenue: Our net revenue was approximately $11.02 million for the third quarter of 2015, a decrease of 1.3% from $11.16 million of the same quarter of last year.
	•	Gross Margin: Gross margin was 80.5% for the third quarter of 2015, as compared to 80.5% for the same period in 2014.
	•	Operating Profit: Operating profit was approximately $8.07 million for the third quarter of 2015, a decrease of 0.2% from $8.09 million for the same period last year.
	•	Net Income: Net income was approximately $5.99 million for the third quarter of 2015, a decrease of 1.1% from $6.06 million for the same period of last year.
	•	Basic and fully diluted earnings per share were $0.35 and $0.34 for the three months ended September 30, 2015.

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RESULTS OF OPERATIONS

Three Months Ended September 30, 2015 Compared to Three Months Ended September 30, 2014

The following table sets forth key components of our results of operations for the periods indicated, both in dollars and as a percentage of our revenue.

		Three Months Ended						Three Months Ended
		September 30, 2015						September 30, 2014
					As a						As a
					percentage of						percentage of
		In Thousands			revenues			In Thousands			revenues
Net revenue	$	11,018			100 %		$	11,165			100 %
Cost of goods sold		(2,145	)		(19.5) %			(2,173	)		(19.5) %
Gross profit		8,873			80.5 %			8,992			80.5 %
Selling expenses		(367	)		(3.3) %			(327	)		(2.9) %
General and administrative expenses		(434	)		(3.9) %			(575	)		(5.1) %
Income from operations		8,072			73.3 %			8,090			72.5 %
Other income and (expenses):
Interest income		112			1.0 %			103			0.9 %
Foreign exchange differences		(70	)		(0.6) %			(8	)		(0.1) %
Total other income		42			0.4 %			96			0.8 %
Income before income tax		8,114			73.7 %			8,185			73.3 %
Provision for income tax		(2,123	)		(19.3) %			(2,125	)		(19.0) %
Net income	$	5,991			54.4 %		$	6,060			54.3 %

Net Revenue. Our revenues are generated from the sale of our Cordyceps Militaris products, functional health beverages and organic and specialty food products. Net revenue decreased approximately $0.15 million, or 1.3%, to approximately $11.02 million for the three months ended September 30, 2015, from approximately $11.16 million for the same period in 2014. This slight decrease was mainly attributable to the decrease in the sale of Cordyceps Militaris, by approximately $0.12 million and a decrease in the sale of our beverage products by approximately $0.03 million compared with the same period in 2014. The Company is currently operating at the optimal capacity level, thus the quantity sold for our products remains fairly stable. However, since all of our sales are denominated in RMB, the foreign exchange rates fluctuation of approximately 1.6% for the three months ended September 30, 2015 from the same period in 2014 caused a slight decrease in the total revenue.

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Business Segment Information

Our business operations can be categorized into three segments based on the type of products we produce and sell, specifically (i) Cordyceps Militaris, (ii) functional health beverages and (iii) organic and specialty food products. The following table illustrates the revenue from each of these three segments as well as the change of percentage for the periods indicated:

Net Revenue by Product Segments
(all amounts, other than percentages, in thousands of U.S. dollars)

		Three Months Ended September 30,						Percent
		2015			2014			Change
Components of Net Revenue
Cordyceps Militaris	$	9,638		$	9,756			(1.2%	)
Functional Health Beverages		808			842			(4.0%	)
Organic and Specialty Food Products		572			567			0.9%
Total revenues	$	11,018		$	11,165			(1.3%	)

We expect that majority of our revenue for 2015 will continue to be generated from our Cordyceps Militaris related products. In addition, we expect to see an increase in the percentage of revenue coming from the powder solution and beverage products in the future if we are successful in expanding our distribution channel of such products. We also expect to increase our business development activities relating to our product lines on a going forward basis and anticipate that sales and marketing related costs associated with branding, marketing and advertising will increase as a percentage of revenue.

Additional information regarding our products can be found at Note 18, Segment Information in our unaudited condensed consolidated financial statements contained under Part I, Item I “FINANCIAL STATEMENTS” above.

Cost of Goods Sold. Our cost of goods sold is primarily comprised of the costs of our raw materials, labor and overhead. Our cost of goods sold decreased by $0.02 million, or 1.3%, to approximately $2.15 million for the three months ended September 30, 2015 from approximately $2.17 million during the same period in 2014. As a percentage of net revenue, the cost of goods sold was 19.5% for the three months ended September 30, 2015, which was comparable with the same period in 2014. The decrease in cost of goods sold in dollar terms was mainly attributable to the economies of scale due to full production capacity utilization.

Gross Profit. Our gross profit decreased by approximately $0.12 million, or 1.3%, to approximately $8.87 million for the three months ended September 30, 2015 from approximately $8.99 million during the same period in 2014. Gross profit as a percentage of net revenue, or gross margin, was 80.5% for the three months ended September 30, 2015, which was comparable with the same period in 2014. The slight decrease in gross profit in dollar terms was mainly due to the slight decrease in revenue.

Selling Expenses. Our selling expenses include sales commissions, cost of advertising and promotional materials, salaries and fringe benefits of sales personnel, and other sales related costs. Selling expenses increased by approximately $0.04 million, or 12.2%, to approximately $0.37 million for the three months ended September 30, 2015 from approximately $0.33 million during the same period in 2014. As a percentage of net revenue, selling expenses increased to 3.3% for the three months ended September 30, 2015 from 2.9% for the same period in 2014. The slight increase in selling expenses in dollar terms and as a percentage of net revenue for the three months ended September 30, 2015 was mainly attributable to the slight increase in sales personnel fringe benefits expenses, relating to our selling activities in this quarter.

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General and Administrative Expense. General and administrative expenses include the costs associated with staff and support personnel who manage our business activities, depreciation charges for fixed assets, and professional fees paid to third parties. General and administrative expenses decreased by approximately $0.15 million, or 24.5%, to approximately $0.43 million for the three months ended September 30, 2015 from approximately $0.58 million for the same period in 2014. As a percentage of net revenue, general and administrative expenses were 3.9% for the three months ended September 30, 2015 as compared to 5.1% for the same period of 2014. The decrease of general and administrative expenses in dollar terms and as a percentage of net revenue was mainly attributable to the decrease in administrative personnel fringe benefits and a decrease in share based payment expense.

Income Before Income Tax. Income before income tax decreased by approximately $0.08 million, or 0.9%, to approximately $8.11 million during the three months ended September 30, 2015 from approximately $8.19 million during the same period in 2014. As a percentage of net revenue, income before income tax increased to 73.7% during the three months ended September 30, 2015 from 73.3% during the same period in 2014. The decrease of income before income tax in dollar terms was mainly attributable to the slight decrease in gross profit of $0.12 million. The increase of income before income tax as a percentage of net revenue is mainly attributable to the slightly lower net revenue as the denominator.

Income Taxes. Nutrastar International Inc. is subject to United States federal income tax at a tax rate of 34%. No provision for income taxes in the United States has been made as Nutrastar International Inc. had no U.S. source income taxable in the United States for the three months ended September 30, 2015 and 2014. New Resources was incorporated in the BVI and under the current laws of the BVI, is not subject to income taxes. Oriental Global was formed in Hong Kong and under the current laws of Hong Kong, is not subject to income taxes. Our PRC subsidiary and the VIEs are subject to national and local income taxes within China at the applicable tax rate on the taxable income as reported in their PRC statutory financial statements in accordance with relevant income tax laws. China promulgated a new Enterprise Income Tax Law, or the New EIT Law, and its implementing regulations, both of which became effective on January 1, 2008.

Each of VIE entities has been subject to an income tax rate of 25% since 2011.

Income tax decreased by approximately $2,000 to approximately $2.12 million for the three months ended September 30, 2015 compared with the same period in 2014. The slight decrease in income tax expense for the three months ended September 30, 2015 is because of the slight decrease in net revenue and taxable income described above.

Net Income. Net income decreased by approximately $0.07 million, or 1.1% to approximately $5.99 million for the three months ended September 30, 2015 from approximately $6.06 million for the same period of 2014, as a result of the factors described above.

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Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

The following table sets forth key components of our results of operations for the periods indicated, both in dollars and as a percentage of our revenue.

		Nine Months Ended						Nine Months Ended
		September 30, 2015						September 30, 2014
					As a						As a
					percentage of						percentage of
		In Thousands			revenues			In Thousands			revenues
Net revenue	$	31,304			100 %		$	31,036			100 %
Cost of goods sold		(6,651	)		(21.2) %			(6,754	)		(21.8) %
Gross profit		24,653			78.8 %			24,282			78.2 %
Selling expenses		(1,092	)		(3.5) %			(1,053	)		(3.4) %
General and administrative expenses		(1,520	)		(4.9) %			(1,782	)		(5.7) %
Income from operations		22,041			70.4 %			21,447			69.1 %
Other income and (expenses):
Interest income		339			1.1 %			292			0.9 %
Foreign exchange differences		(72	)		(0.2) %			(28	)		(0.1) %
Total other income		267			0.9 %			264			0.9 %
Income before income tax		22,308			71.3 %			21,711			70.0 %
Provision for income tax		(5,708	)		(18.2) %			(5,622	)		(18.1) %
Net income	$	16,600			53.1 %		$	16,089			51.8 %

Net Revenue. Net revenue increased approximately $0.26 million, or 0.9%, to approximately $31.30 million for the nine months ended September 30, 2015, from approximately $31.04 million for the same period in 2014. This increase was mainly attributable to the increase in quantity sold of our core product, Cordyceps Militaris by $0.42 million, offset by a slight decrease in revenue from our beverage products by $0.19 million. The increase in quantity sold of Cordyceps Militaris products was mainly driven by the continued increase in market demand for our core product.

Business Segment Information

Our business operations can be categorized into three segments based on the type of products we produce and sell, specifically (i) Cordyceps Militaris, (ii) functional health beverages and (iii) organic and specialty food products. The following table illustrates the revenue from each of these three segments as well as the change of percentage for the periods indicated:

Net Revenue by Product Segments
(all amounts, other than percentages, in thousands of U.S. dollars)

		Nine Months Ended September 30,						Percent
		2015			2014			Change
Components of Net Revenue
Cordyceps Militaris	$	26,926		$	26,508			1.6%
Functional Health Beverages		2,638			2,827			(6.7)%
Organic and Specialty Food Products		1,740			1,701			2.3%
Total revenues	$	31,304		$	31,036			0.9%

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Cost of Goods Sold. Our cost of goods sold decreased by $0.10 million, or 1.5%, to approximately $6.65 million for the nine months ended September 30, 2015 from approximately $6.75 million during the same period in 2014. As a percentage of net revenue, the cost of goods sold decreased approximately 0.6% to 21.2% for the nine months ended September 30, 2015 from 21.8% during the same period in 2014. The decrease in cost of goods sold in dollar terms and as a percentage of net revenue was mainly attributable to the economies of scale due to our full capacity utilization.

Gross Profit. Our gross profit increased by approximately $0.37 million, or 1.5%, to approximately $24.65 million for the nine months ended September 30, 2015 from approximately $24.28 million during the same period in 2014. Gross profit as a percentage of net revenue, or gross margin, was 78.8% for the nine months ended September 30, 2015, an increase of 0.6% from 78.2% during the same period in 2014. Such increase in dollar terms and as a percentage of net revenue was mainly due to the increase in the sales of our core Cordyceps Militaris products in the product mix which have a higher gross margin as compared to our beverages and organic and specialty foods.

Selling Expenses. Selling expenses increased by approximately $0.04 million, or 3.7%, to approximately $1.09 million for the nine months ended September 30, 2015 compared with approximately $1.05 million during the same period in 2014. As a percentage of net revenue, selling expenses decreased to 3.5% for the nine months ended September 30, 2015 from 3.4% for the same period in 2014. The small percentage decrease was mainly due to the slight increase in net revenue.

General and Administrative Expense. General and administrative expenses decreased by approximately $0.26 million, or 14.7%, to approximately $1.52 million for the nine months ended September 30, 2015 from approximately $1.78 million for the same period in 2014. The decrease in dollar terms was mainly attributable to a decrease in payments for third party professional services. As a percentage of net revenue, general and administrative expenses were 4.9% for the nine months ended September 30, 2015 as compared to 5.7% for the same period of 2014. The percentage decrease was mainly was mainly due to the decrease in administrative personnel fringe benefits and a decrease in share based payment expense.

Income Before Income Tax. Income before income tax increased by approximately $0.60 million, or 2.7%, to approximately $22.31 million during the nine months ended September 30, 2015 from approximately $21.71 million during the same period in 2014. As a percentage of net revenue, income before income tax increased by 1.3% to 71.3% during the nine months ended September 30, 2015 from 70.0% during the same period in 2014. The increase of income before income tax in dollar terms and as a percentage of net revenue is mainly attributable to the increase in gross profit of $0.49 million combined with a decrease in general and administrative expenses of $0.26 million for the nine months ended September 30, 2015 as compared to the same period in 2014.

Income Taxes. Income tax increased by approximately $0.09 million to approximately $5.71 million for the nine months ended September 30, 2015 from approximately $5.62 million for the same period in 2014. Income tax expense for the nine months ended September 30, 2015 increased because of the increase in net revenue and taxable income.

Net Income. Net income increased by approximately $0.51 million, or 3.2% to approximately $16.60 million for the nine months ended September 30, 2015 from approximately $16.09 million for the same period of 2014, as a result of the factors described above.

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Liquidity and Capital Resources

General

As of September 30, 2015, we had cash and cash equivalents of approximately $138.51 million. The following table provides detailed information about our net cash flow for all financial statement periods presented in this report.

Cash Flow
(All amounts in thousands of U.S. dollars)

		Nine Months Ended September 30,
		2015			2014
Net cash provided by operating activities	$	17,239		$	16,893
Net cash provided by investing activities		-			-
Net cash provided by financing activities		-			30
Foreign currency translation adjustment		(5,270	)		(952	)
Net cash flow	$	11,969		$	15,971

Operating Activities

Net cash provided by operating activities was approximately $17.24 million for the nine month period ended September 30, 2015, which is an increase of approximately $0.35 million from approximately $16.89 million for the same period of 2014. The change in the cash provided by operating activities was mainly attributable to:

	•	$0.51 million increase in net income for the nine months ended September 30, 2015 compared to the same period in 2014;
	•	An increase in inventory purchases for the nine months ended September 30, 2015 compared to the same period in 2014 caused our operating cash balances to reduce by approximately $0.22 million;
	•	$0.21 million increase in operating cash flows from payment of income tax in advance but not required in the current period; offset by
	•	An increase in utilization of prepaid expenses for the nine months period ended September 30, 2015 compared to the same period last year caused our operating cash balances to increase by approximately $0.04 million;
	•	A decrease in advance from related parties caused our operating cash balances to decrease by approximately $0.22 million, reflecting repayment of advance from related parties for payments of US$ denominated expenses in the prior period;

Investing Activities

Our primary uses of cash for investing activities are payments for the acquisition of property, plant and equipment.

For the nine-month period ended September 30, 2015 and nine-month period ended September 30, 2014, there was no net cash used in or provided by investing activities. After we completed the Cordyceps Militaris capacity expansion and scaled back the expansion plan relating to the organic and specialty food segment of the business, we did not incur expenses for the acquisition of property, plant or equipment during these periods.

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Financing Activities

For the nine months ended September 30, 2015, there was no net cash used in or provided by financing activities, while our net cash provided by financing activities for the nine months ended September 30, 2014 was approximately $30,000. The decrease of the cash provided by financing activities was mainly attributable to the decrease in advance from a related party in the current period.

We believe that our cash on hand and cash flow from operations will meet our expected capital expenditure and working capital requirements for the next 12 months. However, we may in the future require additional cash resources due to changed business conditions, implementation of our strategy to expand our production capacity, sales, marketing and branding activities or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

Effects of Inflation

Inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor the price change and continually maintain effective cost control in operations.

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, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

Seasonality

The production and sale of our primary product, Cordyceps Militaris, have not been historically subject to material seasonal variations. However since all of our sales are in China, the timing of the various Chinese holidays such as Lunar Chinese New Year, May and October holidays may have some impact to our operating results and operating cash flows.

Critical Accounting Policies

Management’s discussion and analysis of its financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Our financial statements reflect the selection and application of accounting policies, which require management to make significant estimates and judgments. See Note 2 to our condensed consolidated financial statements, “Summary of Significant Accounting Policies”. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe that the following reflect the more critical accounting policies that currently affect our financial condition and results of operations.

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Principle of consolidation
The accompanying consolidated financial statements include the financial statements of Nutrastar and its wholly owned subsidiaries, New Resources, Oriental Global and Harbin Baixin, and its VIEs Heilongjiang Shuaiyi, Daqing Shuaiyi and Harbin Shuaiyi. All significant inter-company balances or transactions have been eliminated on consolidation.

The Company has evaluated the relationship with Heilongjiang Shuaiyi, Daqing Shuaiyi and Harbin Shuaiyi and based on the result of the evaluation, believes that these entities are variable interest entities and that it is the primary beneficiary of these entities. Consequently, the Company has included the results of operations of these variable interest entities in the consolidated financial statements. The Company’s relationships with Heilongjiang Shuaiyi, Daqing Shuaiyi and Harbin Shuaiyi are governed by a series of contractual arrangements. Under PRC laws, Heilongjiang Shuaiyi, Daqing Shuaiyi and Harbin Shuaiyi are independent legal persons and none of them is exposed to liabilities incurred by the other parties.

The accounts of Heilongjiang Shuaiyi, Daqing Shuaiyi and Harbin Shuaiyi are consolidated in the accompanying financial statements pursuant to the Financial Accounting Standards Board Accounting Standard Codification (ASC) Topic 810 and related subtopics related to the consolidation of variable interest entities. The Company does not have any non-controlling interests in net income and accordingly, did not subtract any net income in calculating the net income attributable to the Company. Because of the contractual arrangements, the Company had a pecuniary interest in the VIEs that require consolidation of the Company’s and the VIEs’ financial statements.

Use of estimates
The preparation of these consolidated financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ from these estimates under different assumptions or conditions. Significant estimates for the periods ended September 30, 2015 and 2014 include the useful lives of property and equipment and intangible assets, assumptions used in assessing impairment for long-term assets and the fair values of share-based payments.

Cash and cash equivalents
Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Because of the short maturity of these investments, the carrying amounts approximate their fair value.

Inventories
Inventories are stated at the lower of cost, determined on a weighted average basis, or market. Costs of inventories include purchase and related costs incurred in bringing the products to their present location and condition. Market value is determined by reference to selling prices after the balance sheet date or to management’s estimates based on prevailing market conditions. Management will write down the inventories to market value if it is below cost. Management also regularly evaluates the composition of its inventories to identify slow-moving and obsolete inventories to determine if a valuation allowance is required.

Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Gains or losses on disposals are reflected as gain or loss in the year of disposal. The cost of improvements that extend the life of property, plant and equipment are capitalized. These capitalized costs may include structural improvements, equipment and fixtures. All ordinary repair and maintenance costs are expensed as incurred.

Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets as follows:

		Useful Life
		(In years)
Buildings		20-40
Machinery and motor vehicles		5-10
Office equipment		5

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Intangible assets
The Company’s intangible assets include a ten-year exclusive right to use a proprietary process and computer software. The Company’s amortization policy on intangible assets is as follows:

	Useful Life
	(In years)
Exclusive right	10
Computer software	4

The Company accounts for its intangible assets pursuant to FASB ASC Subtopic 350-30, “General Intangibles Other Than Goodwill”. Under ASC 350-30-35, intangibles with definite lives continue to be amortized on a straight-line basis over the lesser of their estimated useful lives or contractual terms. Under FASB ASU No.2012-02 Intangible-Goodwill and Other (Topic 350), the Company assesses qualitative factors to determine whether it is necessary to perform a quantitative impairment test. The Company would not be required to calculate the fair value of an indefinite-lived intangible asset unless the Company determines, based on a qualitative assessment, that it is not more likely than not, the indefinite-lived intangible asset is impaired. If the qualitative assessment fails, intangibles with indefinite lives are further evaluated quantitatively for impairment by comparing the asset’s estimated fair value with its carrying value, based on cash flow methodology.

Revenue recognition
Revenue is recognized when the following four revenue criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable, and collectability is reasonably assured.

Sales revenue is recognized net of value added and sales related taxes, sales discounts and returns at the time when the merchandise is delivered to the customer. Based on historical experience, management estimates that sales returns are immaterial and has not recorded an allowance for estimated sales returns.

Share-based payments
The Company accounts for share-based compensation awards to employees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that share-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period.

The Company accounts for share-based compensation awards to non-employees in accordance with FASB ASC Topic 718 and FASB ASC Subtopic 505-50, “Equity-Based Payments to Non-employees”. Under FASB ASC Topic 718 and FASB ASC Subtopic 505-50, stock compensation granted to non-employees has been determined as the fair value of the consideration received or the fair value of equity instrument issued, whichever is more reliably measured and is recognized as expenses as the goods or services are received.

Income taxes
The Company is subject to income taxes in the United States and other foreign jurisdictions where it operates. The Company accounts for income taxes in accordance with FASB ASC Topic 740, “Income Taxes”. FASB ASC Topic 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

The Company’s income tax returns are subject to examination by the Internal Revenue Service (“IRS”) and other tax authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations based on the criteria of FASB ASC 740-10-25-5 through 740-10-25-7 and 740-10-25-13 (formerly FASB Interpretation No. 48 (“FIN 48”) “Accounting for Uncertainty in Income Taxes”). The interpretation prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This Interpretation also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures.

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Foreign currency
The Company uses the United States dollar (“US Dollar” or “US$” or “$”) for financial reporting purposes. The PRC subsidiaries and VIEs within the Company maintain their books and records in their functional currency, Chinese Renminbi (“RMB”), being the lawful currency in the PRC. Assets and liabilities of the PRC subsidiaries and VIEs are translated from RMB into US Dollars using the applicable exchange rates prevailing at the balance sheet date. Items on the statements of income and cash flows are translated at average exchange rates during the reporting period. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the Company’s financial statements are recorded as accumulated other comprehensive income.

The exchange rates used to translate amounts in RMB into US Dollars for the purposes of preparing the consolidated financial statements are based on the rates as published on the website of People’s Bank of China and are as follows:

		September 30, 2015			December 31, 2014
Balance sheet items, except for equity accounts		US$1=RMB6.3613			US$1=RMB6.1190

		Three months ended September 30,
		2015			2014
Items in the statements of income and cash flows		US$1=RMB6.2576			US$1=RMB6.1568

		Nine months ended September 30,
		2015			2014
Items in the statements of income and cash flows		US$1=RMB6.1738			US$1=RMB6.1450

No representation is made that the RMB amounts could have been, or could be, converted into US Dollars at the above rates. The value of RMB against US dollars and other currencies may fluctuate and is affected by, among other things, changes in China’s political and economic conditions. Any significant revaluation of RMB may materially affect the Company’s financial condition in terms of US Dollar reporting.

Segment reporting
The Company follows FASB ASC Topic 280, “Segment Reporting”, which requires that companies disclose segment data based on how management makes decisions about allocating resources to segments and evaluating their performance.

The Company believes that during the three and nine months ended September 30, 2015 and 2014, it operated in three business segments – growing and sales of Cordyceps Militaris, which is widely used for Chinese medicine, manufacturing and sale of functional health beverages featuring the Cordyceps Militaris as a core ingredient, and sales of organic and specialty products.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our chief executive officer and chief financial officer, Ms. Lianyun Han and Mr. Robert Tick, respectively, evaluated the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports, such as this report, that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. 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 management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, Ms. Lianyun Han and Mr. Robert Tick concluded that as of September 30, 2015, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting.

During the fiscal quarter ended September 30, 2015, there were no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. We are currently not aware of any legal proceedings or claims that would require disclosure under Item 103 of Regulation S-K. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

ITEM 1A. RISK FACTORS

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 contains a detailed discussion of risk factors that could materially adversely affect our business, our operating results, or our financial condition. There are no material changes from the risk factors previously disclosed in Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2014. However, the following is a new risk factor relevant to us since our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Market rate risk – exchange rate risk

On August 11, 2015, the People’s Bank of China (“PBOC”) reduced the RMB’s reference rate by 1.9 percent, sparking the sharpest fall in the RMB currency since the dollar peg ended a decade ago. The move by the PBOC comes amid growing signs of a deepening slowdown in the mainland economy. The PBOC indicated that the reference rate move was a one-time adjustment, it will keep the currency stable at a reasonable level and it will strengthen the market's role in the fixing of the rate and promote the convergence of the onshore and offshore rates.

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

We have not sold any unregistered equity securities during the fiscal quarter ended September 30, 2015 that were not previously disclosed in a current report on Form 8-K that was filed during that period.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

EXHIBITS.
31.1	Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from The Nutrastar International Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at September 30, 2015 and December 31, 2014, (ii) Condensed Consolidated Statements of Income and Comprehensive Income for the three months and nine months ended September 30, 2015 and 2014, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014, and (iv) the Notes to Condensed Consolidated Financial Statements.

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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.

DATED: November 25, 2015

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EXHIBIT INDEX

Exhibit
Number	Description
31.1	Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from The Nutrastar International Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at September 30, 2015 and December 31, 2014, (ii) Condensed Consolidated Statements of Income and Comprehensive Income for the three months and nine months ended September 30, 2015 and 2014, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014, and (iv) the Notes to Condensed Consolidated Financial Statements.

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