10QSB 1 form10qsb.htm SHINECO FORM 10-QSB 033107 form10qsb.htm


 
Securities and Exchange Commission
Washington, D.C. 20549


FORM 10-QSB


x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2007


¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934
 
For the transition period from _______ to _______


(Exact name of small business issuer as specified in its charter)
 

Delaware
 
52-2175898
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
 
 
Room 3106, Building B,
#39 East 3rd Ring Middle Road, Chaoyang District
Beijing, PR China 100022
(Address of principal executive offices)

 
(0086) 10-58693011
(Issuer's telephone number)

 
 
- 1 -

 


Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: Common Stock $.001 par value

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 ¨  No x

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
 
Class of Stock
 
Outstanding July 18, 2007
Common Stock ($.001 par value)
 
9,298,823

 
REPORTS TO SECURITY HOLDERS

We are a reporting company under the requirements of the Securities Exchange Act of 1934 and will file quarterly, annual and other reports with the Securities and Exchange Commission. This quarterly report contains the required audited financial statements. We are not required to deliver a quarterly report to security holders and will not voluntarily deliver a copy of the quarterly report to security holders, except in connection with our annual meeting of shareholders. The reports and other information filed by us will be available for inspection and copying at the public reference facilities of the Commission, 100 F Street, N.E., Washington, D.C. 20549.

Copies of such material may be obtained by mail from the Public Reference Section of the Commission at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission maintains a World Wide Website on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission.
 
 
 
- 2 -

 


SHINECO, INC.
Form 10-QSB

For the Quarterly Period Ended March 31, 2007

Table of Contents

   
Page
     
 
Cautionary Statement and Risk Factors that May Affect Future Results
4
     
PART I
 
     
ITEM 1.
Selected Financial Statements
 
     
 
Balance Sheet – March 31, 2007 (unaudited)
5
     
 
Statements of Operations – Three Months Ended March 31, 2007 and 2006 (unaudited)
6
     
 
Statements of Cash Flows – Three Months Ended March 31, 2007 and 2006 (unaudited)
7
     
 
Notes to Financial Statements (unaudited)
8 - 12
     
ITEM 2.
Management’s Discussion and Analysis and Plan of Operation
13
     
ITEM 3.
Controls and Procedures
 
     
PART II
 
     
ITEM 1.
Legal Proceedings
16
     
ITEM 2.
Changes in Securities
16
     
ITEM 3.
Defaults Upon Senior Securities
16
     
ITEM 4.
Submission of Matters to a Vote of Security Holders
16
     
ITEM 5.
Other Information
16
     
ITEM 6.
Exhibits and Reports on Form 8-K
16
     
 
Signatures
17

 
- 3 -

 
 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS: Certain statements contained herein constitute "forward-looking statements" within the meaning of Section 27 A of the Securities Exchange Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "intends," "will," or similar terms. These statements appear in a number of places in this report and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company's business and growth strategies and (ii) the Company's financing plans.

You are cautioned that any forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties. Actual results may differ from forward-looking statements.

RISK FACTORS: Risks, uncertainties and other important factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, the following:

·  
Shineco’s success depends heavily upon the continued active participation of our President, Yuying Zhang, and our Director Weixing Yin;
·  
our stock is subject to the Penny Stock rules, which impose additional requirements and suitability standards on stock buyers; these rules may decrease the market’s interest in our stock;
·  
actions by competitors that negatively affect us—the Chinese herbal remedy market is extremely competitive, and we face competition from a number of larger, better-funded companies;
·  
our business depends upon continuing product development and technological change; if we cannot keep up with technological change, we could suffer financial losses;
·  
we depend heavily on our proprietary technology; if we cannot protect our patents and proprietary rights, we may lose business;
·  
we do the large majority of our business in China; if the Chinese economy slows down, our business could slow down as well;
·  
the uncertain legal environment in China could limit the legal protections available to you;
·  
the effects of weather and natural disasters or widespread public health problems, including the avian flu, could negatively affect our business and results of operations;
·  
changes in China’s political and economic policies could hurt our business;
·  
restrictions on currency exchange may limit our ability to receive or use our revenues effectively;
·  
the value of our securities will be affected by the foreign exchange rate between U.S. dollars and the Chinese renminbi;
·  
the market price for our common stock (if one ever develops) will likely be very volatile;
·  
stockholders could experience substantial dilution if we issue more stock to raise more money;
·  
a large portion of our common stock is controlled by a small number of stockholders who in effect control our business, which means you will have little or no influence on our business;
·  
there is no established market for our stock, so you may never be able to sell your shares;
·  
we have never paid dividends and do not intend to pay dividends for the foreseeable future, given our need to retain earnings to finance the development and expansion of our business;
·  
the risk that you will never see a return on your investment, and the stock may become worthless;
·  
other risks or uncertainties described elsewhere in this report and in other reports we have filed and will file with the Securities and Exchange Commission (SEC).

Forward-looking statements speak only as of the date of the report, presentation or filing in which they are made.  Except to the extent required by the federal securities laws, Shineco and its subsidiaries undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 
- 4 -

 


SHINECO, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

   
March 31,
2007
   
December 31,
2006
 
             
ASSETS
           
             
Current assets
           
Cash and cash equivalents
  $
37,910
    $
49,981
 
Trade receivables, net
   
1,703,246
     
1,417,970
 
Other receivables, net
   
110,246
     
88,798
 
Vendor deposits
   
607,245
     
596,632
 
Prepaid expenses
   
5,368
     
--
 
Inventories
   
1,928,592
     
2,044,279
 
Total current assets
   
4,392,607
     
4,197,660
 
                 
Property, plant and equipment, net
   
122,842
     
124,362
 
Related party receivables
   
3,279
     
33,690
 
Investment in unconsolidated subsidiary
   
50,995
     
56,363
 
Deferred charge
   
45,818
     
48,291
 
Intangibles, net
   
143,662
     
147,467
 
Total assets
  $
4,759,203
    $
4,607,833
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities
               
Trade payables
  $
793,857
    $
815,611
 
Related party payables
   
458,173
     
453,327
 
Accrued liabilities
   
108,294
     
74,460
 
Other payables
   
124,073
     
76,456
 
Notes payable
   
815,638
     
822,566
 
Taxes payable
   
24,633
     
58,505
 
Customer deposits
   
69,450
     
44,873
 
Accrued employee benefits
   
45,211
     
41,109
 
Accrued dividends on preferred stock
   
112,000
     
91,000
 
Total current liabilities
   
2,551,329
     
2,477,907
 
                 
Series A Convertible preferred stock, net of subscription receivable of $359,892;
par value $.001; liquidation preference $.70 per share; 5,000,000 shares authorized; 2,000,000 and 0 shares issued and outstanding
   
1,040,108
     
1,040,108
 
                 
Minority interest
   
2,737
     
5,627
 
                 
Stockholders' equity
               
Common stock: par value $.001; 50,000,000 shares authorized;
9,298,823 shares issued and outstanding
   
9,299
     
9,299
 
Additional paid in capital
   
1,079,908
     
1,079,908
 
Retained earnings
   
17,156
      (42,069 )
Accumulated other comprehensive income
   
58,666
     
37,053
 
Total stockholders' equity
   
1,165,029
     
1,084,191
 
                 
Total liabilities and stockholders' equity
  $
4,759,203
    $
4,607,833
 

 
See notes to consolidated financial statements.
 

- 5 -


SHINECO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)

   
Three months ended March 31,
 
   
2007
   
2006
 
             
Revenue
           
Sales revenue
  $
562,564
    $
444,048
 
Cost of goods sold
   
237,274
     
172,568
 
Gross profit
   
325,290
     
271,480
 
                 
Operating expenses
               
Other selling expenses
   
19,730
     
33,026
 
Salaries and benefits
   
98,846
     
--
 
Depreciation and amortization
   
13,711
     
--
 
Other general and administrative expenses
   
83,712
     
162,375
 
Total operating expenses
   
215,999
     
195,401
 
                 
Operating income(loss)
   
109,291
     
76,079
 
                 
Other income (expenses)
               
Interest expenses
    (44,244 )     (19,523 )
Income (loss) on equity investments
    (5,351 )     (2,290 )
Other
   
21,346
      (1,619 )
Total other income (expense)
    (28,249 )     (23,432 )
                 
Income before taxes and minority interest
   
81,042
     
52,647
 
Provision for income taxes
   
3,697
     
--
 
Income before minority interest
   
77,345
     
52,647
 
                 
Minority interest in (income)/loss of subsidiaries
   
2,880
     
1,158
 
Income from continuing operations
   
80,225
     
53,805
 
                 
Income (loss) from operations of disposed subsidiaries
   
--
     
--
 
(Loss) gain on disposal of subsidiary
   
--
     
--
 
Net income (loss) from discontinued operations
   
--
     
--
 
                 
Net income (loss)
  $
80,225
    $
53,805
 
                 
Foreign currency translation adjustment
   
21,613
     
2,811
 
                 
Comprehensive income (loss)
  $
101,838
    $
56,616
 
                 
Basic earnings (loss) per common share:
               
From continuing operations
  $
0.01
    $
0.00
 
From discontinued operations
  $
--
    $
--
 
From net income (loss)
  $
0.01
    $
0.00
 
                 
Diluted earnings (loss) per common share:
               
From continuing operations
  $
0.01
    $
0.00
 
From discontinued operations
  $
--
    $
--
 
From net income (loss)
  $
0.01
    $
0.00
 
                 
Denominator for basic earnings per share
   
9,298,823
     
9,298,823
 
Denominator for diluted earnings per share
   
9,298,823
     
9,298,823
 

 
See notes to consolidated financial statements.

 
- 6 -


SHINECO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

   
Three months ended March 31,
 
   
2007
   
2006
 
             
Cash flows from operating activities:
           
Net income
  $
80,225
    $
53,805
 
Adjustments to reconcile net income to net cash used in operations:
               
Depreciation and amortization
   
11,794
     
10,425
 
Loss(income) from unconsolidated subsidiaries
   
5,351
     
-
 
Minority interest
    (2,880 )     (1,606 )
Changes in operating assets and liabilities:
               
Trade receivables
    (270,633 )    
550,932
 
Other receivables
    (20,575 )    
25,903
 
Vendor deposits
    (5,203 )     (642,847 )
Prepaid expenses
    (2,450 )     (99,172 )
Inventories
   
134,589
      (106,951 )
Trade payables
    (30,583 )    
85,219
 
Accrued liabilities
   
33,045
      (20,114 )
Other payables
   
11,057
      (4,939 )
Taxes payable
    (34,281 )     (16,833 )
Customer deposits
   
24,088
     
4,264
 
Accrued employee benefits
   
3,718
     
37,974
 
Net cash provided by (used in) operations
    (62,738 )     (123,940 )
                 
Cash flows from investing activities:
               
Related party receivables
   
30,726
     
11,898
 
Purchase of property and equipment
    (4,039 )     (4,500 )
Net cash provided by (used in) investing activities
   
26,687
     
7,398
 
                 
Cash flows from financing activities:
               
Related party payables
   
-9,138
      (60,421 )
Repayments on short-term notes payable
    (14,312 )     (11,772 )
Net cash provided by (used in) financing activities
    (23,450 )     (72,193 )
                 
Effect of rate changes on cash
   
47,430
     
2,811
 
                 
Increase in cash and cash equivalents
    (12,071 )     (185,924 )
                 
Cash and cash equivalents, beginning of period
   
49,981
     
273,367
 
Cash and cash equivalents, end of period
  $
37,910
    $
87,443
 
                 
Supplemental disclosures of cash flow information:
               
Cash paid for interest
  $ (44,244 )   $ (19,523 )
Cash paid for income taxes
  $
--
    $
--
 
                 
Supplemental disclosures of non-cash investing and financing activities:
               
Stock issued for services
  $
--
    $
--
 
Inventory and intangibles acquired in business combination
  $
--
    $
--
 
Accrual of preferred stock dividend
  $
21,000
    $
21,000
 

 
See notes to consolidated financial statements.

 
- 7 -


 
SHINECO, INC.
NOTES TO UNAUDITEDCONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.   NATURE OF OPERATIONS

Shineco, Inc. (the Company) was incorporated on August 20, 1997 in the State of Delaware as Supcor, Inc. On December 30, 2004 the Company acquired all of the outstanding stock of Beijing Tenet Jove Technological Development Co., Ltd. (“Beijing Tenet Jove”) in exchange for stock of the Company. The stock exchange agreement is subject to the Chinese government’s approval, which has been received from the PRC government in August 11, 2006. Beijing Tenet Jove has finished entire registration change procedure from Chinese domestic enterprise to foreign invested enterprise and acquired corporative operational license from Beijing Administration for Industry & Commerce on that date. Now Shineco is legally enforceable in the PRC. The consolidated results of operations are primarily those of Beijing Tenet Jove and its consolidated subsidiaries.

Beijing Tenet Jove was incorporated on December 16, 2003 under the laws of the People’s Republic of China (the PRC). In the PRC, Ltd, or Limited, is equivalent to Inc, or Incorporated, in the United States (US).

The Company primarily manufactures and sells (1) Far Infrared Therapeutic Clothing and Textile Products, (2) Apocynum-based Nutritional Supplements, and (3) FIR Multi-functional Therapeutic Devices, which are innovative therapeutic products for complementary treatment of both acute and chronic health concerns. By incorporating traditional Chinese medical methodology with modern bio-technology, we have developed and commercialized over 100 products under our brand name of “天益Tenethealth®”, which means “Benefit from Nature.”

NOTE 2.   BASIS OF PRESENTATION

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and have been retroactively restated to give effect to the recapitalization due to a reverse merger consummated on December 30, 2004. This basis differs from that used in the statutory accounts of the Company, which were prepared in accordance with the accounting principles and relevant financial regulations applicable to enterprises in the PRC. All necessary intercompany transactions and balances have been eliminated in consolidation, and all necessary adjustments have been made to present the consolidated financial statements in accordance with US GAAP.

The accompanying consolidated financial statements include the accounts of the Company and its 90% owned subsidiary, Tianjin Tenet Health.

NOTE 3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ECONOMIC AND POLITICAL RISKS

The Company faces a number of risks and challenges as a result of having primary operations and markets in the PRC. Changing political climates in the PRC could have a significant effect on the Company’s business.

ESTIMATES

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

CASH AND CASH EQUIVALENTS

For purposes of the statements of cash flows, cash and cash equivalents includes cash on hand and demand deposits held by banks. None of the Company’s deposits are insured by the Federal Deposit Insurance Corporation or any other entity of the U.S. government.

TRADE ACCOUNTS RECEIVABLE

Trade accounts receivable are recognized and carried at original invoice amount less an allowance for any uncollectible amounts. An allowance for doubtful accounts is made when collection of the full amount becomes questionable. The allowance for doubtful accounts was $215,411 and $213,481 at March 31, 2007 and December 31, 2006, respectively.

OTHER RECEIVABLES

Other receivables consist primarily of advances made to third parties. The balances due to the Company were $110,246 and $88,798 at March 31, 2007 and December 31, 2006, respectively.

- 8 -

 
 
SHINECO, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
 
INVENTORIES

Inventories consist of raw materials, packaging materials, sub-contracting materials, production costs, and finished products. The inventories are valued at the lower of cost (first-in, first-out method) or market. Impairment and changes in market value are evaluated on a per item basis. The balances of the Company were $1,928,592 and $ 2,044,279 at March 31, 2007 and December 31, 2006, respectively.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is carried at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the useful lives of the assets. Amortization of leasehold improvements is calculated on a straight-line basis over the life of the asset or the term of the lease, whichever is shorter. Major renewals and betterments are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are charged to expense as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation related to property and equipment used in production is reported in cost of sales.

Property and equipment are depreciated over their estimated useful lives as follows:

Machinery and equipment
10 years
Vehicles
7 years
Office equipment
7 years

Long-term assets of the Company are reviewed annually to assess whether the carrying value has become impaired, according to the guidelines established in Statement of Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” The Company also evaluates the periods of amortization to determine whether subsequent events and circumstances warrant revised estimates of useful lives. No impairment of assets was recorded in the periods reported.

REVENUE RECOGNITION

Revenues are recognized as earned when the following four criteria are met: (1) a customer issues purchase orders or otherwise agrees to purchase products; (2) products are delivered to the customer; (3) pricing is fixed or determined in accordance with the purchase order or agreement; and (4) collectibility is reasonably assured. The Company sells its products primarily at the wholesale level and does not allow returns of its products. Consequently, no reserve for future returns has been established.

The Company has agreements with distributors for the territorial marketing of its products. No fees are paid to the Company by the distributors for such agreements.

FOREIGN CURRENCY AND COMPREHENSIVE INCOME

The accompanying consolidated financial statements are presented in United States (US) dollars. The functional currency is the Renminbi (RMB). The consolidated financial statements are translated into US dollars from RMB at year-end exchange rates for assets and liabilities, and weighted average exchange rates for revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

RMB is not freely convertible into the currency of other nations. All such exchange transactions must take place through authorized institutions. There is no guarantee the RMB amounts could have been, or could be, converted into US dollars at rates used in translation.

TAXES

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. 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.

Currently, the Company has recorded only minimal income taxes and no deferred taxes because it is a high-tech company registered in Chinese Zhongguancun Science Park. In China, high-tech companies are encouraged to promote their technologies to the market, so the Company is exempted from income tax for its first three years and enjoys the policy of paying half of the income tax for its second three years.

- 9 -

SHINECO, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
EARNINGS PER SHARE

Basic earnings per common share ("EPS") are calculated by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per common share are calculated by adjusting the weighted average outstanding shares, assuming conversion of all potentially dilutive securities, such as stock options, warrants and conversion features attached to preferred stock or debt.

The Company issued convertible preferred stock on December 1, 2005, but no exercise can be made until after one year from issue, and then only if there is a public market for the common stock of the Company. At March 31, 2007 there were no exercisable conversion rights attached to the preferred stock.

The numerators and denominators used in the computations of basic and diluted EPS are presented in the following table:

   
Three months ended
March 31,
 
   
2007
   
2006
 
             
NUMERATOR FOR BASIC AND DILUTED EPS
           
Income from continuing operations
  $
80,225
    $
53,805
 
Accrued dividend on Series A Preferred stock
    (21,000 )     (21,000 )
Income from continuing operations available to common shareholders
   
59,225
     
32,805
 
Income from discontinued operations
   
--
     
--
 
Net income to common stockholders
  $
59,225
    $
32,805
 
                 
DENOMINATOR FOR BASIC EPS
               
Weighted average shares of common stock outstanding
   
9,298,823
     
9,298,823
 
EPS - Basic from continuing operations
  $
0.01
    $
0.00
 
EPS - Basic from discontinued operations
  $
--
    $
--
 
EPS - Basic
  $
0.01
    $
0.00
 
                 
DENOMINATOR FOR FULLY DILUTED EPS
               
Weighted average shares of common stock outstanding
   
9,298,823
     
9,298,823
 
Exercisable warrants
   
--
     
--
 
Series A Preferred stock conversion rights (antidilutive)
   
--
     
--
 
Weighted average common shares and warrants outstanding
   
9,298,823
     
9,298,823
 
EPS - Fully diluted from continuing operations
  $
0.01
    $
0.00
 
EPS - Fully diluted from discontinued operations
  $
--
    $
--
 
EPS - Fully diluted
  $
0.01
    $
0.00
 

NOTE 4.   BUSINESS COMBINATIONS

Tian Yi Hua Tai, Tianjin (Tianjin) was incorporated in the PRC on August 12, 2003 as a manufacturer of clothing and related products. On April 27, 2004 Tianjin merged into Beijing Tenet Jove, becoming a 90% subsidiary. The Company paid cash of $36,232 and notes payable of $100,823 for an aggregate of $137,055 to the owners in exchange for the 90% interest. As the principal owners of Tianjin were the same as the principal owners of Beijing Tenet Jove, the transaction was accounted for as a transfer of entities under common control whereby the assets and liabilities of the acquired company were recorded at their historical cost basis and the results of its operations are consolidated with those of the Company as if the transfer had occurred at the beginning of the first period presented. No adjustment to additional paid-in capital was required, as the amount paid was equal to the historical cost basis of the net assets acquired. The following table details the net assets acquired in the transaction.

Cash
  $
27,559
 
Accounts receivable
   
5,398
 
Inventory
   
467,065
 
Other receivables
   
123,672
 
Vendor deposits
   
205,263
 
Fixed assets
   
43,197
 
Payables
    (707,821 )
Accrued liabilities
    (12,050 )
Net assets of subsidiary
   
152,283
 
Minority interest @ 10%
    (15,228 )
Net assets acquired
  $
137,055
 

On November 4, 2004, owners of Beijing Tenet Jove acquired a controlling interest in the Company from its previous stockholders. On December 30, 2004, the Company issued 6,800,000 shares of its common stock in exchange for 100% of the outstanding registered capital of Beijing Tenet Jove. Beijing Tenet Jove is treated as the accounting acquirer in a reverse merger. Consequently, these financial statements reflect the accounts and operations of Beijing Tenet Jove and its consolidated subsidiaries, with the adopted capital structure of the Company retroactively restated.
- 10 -

SHINECO, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
 
NOTE 5.   COMMON AND PREFERRED STOCK TRANSACTIONS

Prior to the reverse merger, the Company issued 1,125,000 shares of its common stock for consulting services valued at par, for an aggregate of $2,250.

Pursuant to the reverse merger, the Company issued 6,800,000 shares of its common stock to acquire 100% of Beijing Tenet Jove.

On November 12, 2005 the Company effected a 1:2 reverse stock split. Immediately prior to the split there were 18,597,640 common shares outstanding and immediately following the split there were 9,298,823 common shares outstanding.

On December 1, 2005 the Company issued 2,000,000 shares of Series A Convertible Preferred Stock (“Preferred”) at $.70 per share for an aggregate amount of $1,400,000 less subscriptions receivable of $359,892. The Preferred stock has a par value of $0.001 and a stated value and liquidation preference of $0.70 per share. The Preferred stock bears cumulative dividends at 6% per annum, is redeemable for cash for $0.70 per share plus unpaid dividends at the Company’s option and has a mandatory redemption clause for those same amounts in the case of a change in control. The stock is convertible, after one year from the date of issue, for common stock at 88% of the market price of the common stock on the date of conversion. For every four common shares received upon conversion the converting shareholder is also to receive a warrant to purchase one additional share of common stock at an exercise price of $2.00 per share. The Preferred stockholders are protected from dilution and have voting rights equal to the common shares they would hold as if converted at the time of any vote. The cumulative dividend and redemption features make the Preferred stock more akin to debt than to equity. Accordingly, the redemption value is presented as a liability on the balance sheet. The conversion feature is not detachable and has therefore not been provided with a value separate from the Preferred stock.

NOTE 6.   RELATED PARTY TRANSACTIONS

Related party receivables consist of advances due from stockholders. The amounts bear no interest and are payable on demand. Balances at March 31, 2007 and December 31, 2006 are $3,279 and $33,690, respectively.

Related party payables consist of loans from its stockholders. The loans bear no interest and are payable on demand. Balances at March 31, 2007 and December 31, 2006 are $458,173 and $453,327, respectively.

NOTE 7.   PROPERTY, PLANT AND EQUIPMENT

The balances of Property, plant and equipment net were $122,842 and $124,362 at March 31, 2007 and December 31, 2006, respectively.

   
March 31, 2007
   
December 31, 2006
 
             
Machinery and equipment
  $
40,911
    $
40,545
 
Vehicles
   
54,734
     
54,243
 
Office equipment
   
90,224
     
85,399
 
Subtotal
   
185,869
     
180,187
 
Less: accumulated depreciation
    (63,027 )     (55,825 )
Net property and equipment
  $
122,842
    $
124,362
 

Depreciation expense was $7,202 and $22,628 for the first quarter of 2007 and the whole year of 2006, respectively.
 
NOTE 8.  INVESTMENTS

During 2006 and 2007, the Company acquired equity interests in eight of its distributors by contributing inventory to such distributors. The Company accounts for these investments using the equity method if the ownership percentage exceeds 20% or if the ownership percentage is less than 20% and significant control is evidenced by significant intercompany sales transactions. Investments where the ownership percentage is less than 20% and significant control is not evident are accounted for at cost. The following table reflects certain information about the Company’s investments in unconsolidated subsidiaries.

   
Date
     
12/31/06
 
Share of
 
Exchange
 
3/31/07
Name
 
Acquired
 
Ownership
 
Investment
 
Income(Loss)
 
Reserve
 
Investment
                         
Jinan
 
11/25/2005
 
25.00%
 
$14,097
 
$(3,894)
 
$(14)
 
$10,189
Changchun
 
10/26/2005
 
25.00%
 
30,089
 
(110)
 
--
 
29,979
Liaoyang
 
12/31/2005
 
25.00%
 
6,002
 
(3,737)
 
(13)
 
2,252
Xuzhou
 
7/26/2005
 
15.00%
 
1,891
 
466
 
2
 
2,359
Qiqihaer
 
1/31/2006
 
19.00%
 
1,355
 
1,220
 
5
 
2,580
Nanjing
 
9/1/2006
 
15.00%
 
2,657
 
704
 
3
 
3,364
Shenyang
 
9/26/2005
 
15.00%
 
272
 
N/A
 
--
 
272
Sub-totals
         
$56,363
 
$(5,351)
 
$(17)
 
$50,995
 
- 11 -

 
 
SHINECO, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
On January 4, 2006 Beijing Tenet Jove withdrew the investment in unconsolidated subsidiary to Huaian, and on June 2, 2006 Beijing Tenet Jove withdrew the investments in unconsolidated subsidiaries to Yantai and Shenzhen. In aggregate, the company recognized gains of $53,938 on the disposal of these subsidiaries.

NOTE 9.   INTANGIBLES

Intangibles consist primarily of manufacturing patent rights, acquired in the business combination with Tianjin as well as a purchased trademark. They are determined to have a finite life of 10 years and are being amortized straight line over that period. Accumulated amortization at March 31, 2007 and December 31, 2006 is $61,841 and $56,195 respectively. Amortization expense recognized during the first quarter of 2007 and whole year of 2006 is $5,646 and $26,530, respectively.

NOTE 10.  CUSTOMER DEPOSITS

Customer deposits at March 31, 2007 and December 31, 2006 consist of $69,450 and $44,873 in prepayments to the Company for merchandise that had not yet shipped. The Company will recognize the deposits as revenue as customers take delivery of the goods, in compliance with its revenue recognition policy.

NOTE 11.  COMMITMENTS

The Company leases factory and office space under non-cancelable leases. Future minimum lease payments are reflected in the following table:

2007
   
59,362
 
2008
   
44,521
 
2009
   
44,521
 
2010
   
--
 
Totals
  $
148,404
 

NOTE 12.  CONTINGENCIES

The Company has not, historically, carried any property or casualty insurance. No amounts have been accrued for any liability that could arise from the lack of insurance. Management feels the chances of such an obligation arising are remote.

NOTE 13.  STOCK WARRANTS

Pursuant to the Stock Purchase Agreement executed in conjunction with the reverse merger of the Company and Beijing Tenet Jove, a warrant for 5% of the outstanding stock of the Company was issued to the selling stockholders, exercisable at par value, and expiring on December 12, 2005. None of these warrants was outstanding at March 31, 2007.

NOTE 14.  NEW ACCOUNTING PRONOUNCEMENTS

In February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115”.This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. Currently the company does not have any financial instruments which require the adoption of this Statement, so the Statement will have no impact on our financial statements.

In February 2007, the Financial Accounting Standards Board (“FASB”) issued FSP FAS 158-1.This FASB Staff Position (FSP) updates the illustrations contained in Appendix B of FASB Statement No. 87, Employers’ Accounting for Pensions, Appendix B of FASB Statement No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and Appendix C of FASB Statement No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions, to reflect the provisions of FASB Statement No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans. This FSP also amends the questions and answers contained in FASB Special Reports, A Guide to Implementation of Statement 87 on Employers’ Accounting for Pensions, A Guide to Implementation of Statement 88 on Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and A Guide to Implementation of Statement 106 on Employers’ Accounting for Postretirement Benefits Other Than Pensions, and incorporates them into Statements 87, 88, and 106 as Appendixes E, C, and F, respectively. This FSP supersedes those FASB Special Reports. Finally, this FSP makes conforming changes to other guidance and technical corrections to Statement 158. This FSP does not provide additional implementation guidance for Statement 158 beyond the conforming changes, nor does it change any of the provisions of Statement 158. Currently the company does not have any employers’ Pensions and Postretirement Benefits which require the adoption of this Statement, so the Statement will have no impact on our financial statements.

 
- 12 -

 

 
ITEM 2.       MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The following discussion and analysis should be read in conjunction with our consolidated financial statements, the notes thereto, and other financial information contained elsewhere in this Form 10-QSB.

BUSINESS OVERVIEW

Shineco, Inc. (“the Company,” or “we”) was incorporated under Delaware state law on August 20, 1997.  On December 30, 2004, the Company acquired all of the issued and outstanding shares of Beijing Tenet-Jove Technological Development Corp., Ltd. (“Tenet-Jove”), a People’s Republic of China company, in exchange for restricted shares of the Company’s common stock, and the sole operating business of the Company became that of its subsidiary, Tenet-Jove. On June 9, 2005, the Company changed its name to Shineco, Inc.

Our Tenet-Jove subsidiary was organized under the laws of the People’s Republic of China in 2003 and is headquartered in Beijing.

In August, 2006, Beijing Tenet-Jove successfully acquired business certificates from China’s Ministry of Commerce, The State Administration of Foreign Exchange, The Beijing Administration for Industry & Commerce, The Beijing Municipal Office, and The State Administration of Taxation. It has therefore completed the legal process of acquisition under both Chinese and US law. As a result of this certification process, Beijing Tenet-Jove changed its legal status in China from a Chinese domestic enterprise to a wholly foreign-owned enterprise. Tenet-Jove acquired the proper corporate operational license from the Beijing Administration for Industry & Commerce effective August 11, 2006.

Tenet-Jove currently develops, manufactures and distributes textiles and health supplements derived from a native Chinese plant known in Chinese as “Luobuma” (scientific name: Apocynum venetum).  We currently market and distribute our Apocynum products in China’s growing economy through our national marketing network. Our Apocynum products are specialized textile and health supplement products designed to incorporate traditional Eastern medicines with modern scientific methods. Our products are predicated on centuries-old traditions of Eastern herbal remedies derived from the Apocynum venetum raw material.  These remedies have been carefully documented in Li Shizhen’s famous Compendium of Materia Medica (Chinese: Bencao Gangmu), which dates back to 1578 A.D., during the Ming Dynasty.

We do not manufacture, distribute, or sell any of our products in the United States or Canada.

Results of Operations for Quarter Ended March 31, 2007 Compared to March 31, 2006

Our operating results are presented on a consolidated basis for the three months ended March 31, 2007, as compared to the same period ended March 31, 2006. The operating results presented in our consolidated financial statements are primarily those of Tenet-Jove and its consolidated subsidiaries.

Revenue

Our revenues from our wholesale operations for the three months ended March 31, 2007 and 2006 were $562,564 and $444,048 respectively, representing an increase of approximately 26.7% from the same period in the previous year.  Our operating revenues derive mainly from the sale of our healthcare products. Our increases in revenue over the previous year were mainly attributable to our increased access to China’s markets due to our successful certification to sell our products in China as a wholly foreign-owned enterprise.

We believe that revenues will continue to increase in the next several quarters as a result of our plans to expand our production facilities and to increase production of our textiles and health supplements.

Gross Profit Margin

Our gross margin on sales of our products was 57.8% for the period ended March 31, 2007 as compared to 61.1% for the period ended March 31, 2006. Our gross margin decreased by 5.4% in the 2007 period as compared to the previous period in 2006.  The decrease was mainly due to the increase in the cost of goods sold, offset by an increase in revenues.

Expenses

Our total operating expenses were $215,999 for the period ended March 31, 2007, an increase of 10.5% compared with total operating expenses of $195,401 for the period ended March 31, 2006. The increase was mainly caused by increases in salaries and benefits, and depreciation and amortization, offset by decreases in other selling expense and other general and administrative expense.

Net Income

Our consolidated net income was $80,225 for the quarterly period ended March 31, 2007 as compared to $53,805 for the period ended March 31, 2006, reflecting an increase of 49.1%. The net income rate increased 18.2 % from 12.1% for the period ended March 31, 2006 to 14.3% for the period ended March 31, 2007. This increase was attributable mainly to the increase in sales revenues and a decrease in other general and administrative expenses, offset by increases in the cost of goods sold and salaries and benefits.
 
 
- 13 -

 
 
 
Comprehensive Income

Our consolidated comprehensive income for the period ended March 31, 2007 was $101,538, an increase of 79.3% from $56,616 for the period ended March 31, 2006. The difference between comprehensive income and net income for the period ended March 31, 2007 was attributable to the foreign currency translation adjustment. As the exchange rate from US dollars to RMB changed during 2007, the foreign currency translation adjustment was $21,613 for the period ended March 31, 2007.

Liquidity and Sources of Capital

At March 31, 2007, our cash and cash equivalents were $37,910. As of March 31, 2007, the Company had inventories of $1,928,592, total current assets of $4,392,607, total current liabilities of $2,551,329 and working capital of $1,841,278, reflecting a current ratio of 1.72 and quick ratio of .97, compared to a current ratio of 1.86 and a quick ratio of 1.03 as of December 31, 2006. Our current ratio and quick ratio as of March 31, 2007 were slightly decreased compared to those of December 31, 2006.  Our working capital of $1,841,278 as of March 31, 2007 reflected a 13.6 % decrease from $2,129,926 as of December 31, 2006.

We generally finance our operations from two sources: cash flow from trade receivables, and operations. Our total shareholders’ equity was $1,165,029 as of March 31, 2007, as compared to $1,084,191 as of December 31, 2006, an increase of $80,838 or 7.5%.

We anticipate that our working capital resources are adequate to fund anticipated costs and expenses for the year ending December 31, 2007.

As of March 31, 2007, our cash and bank balances were mainly denominated in Renminbi (“RMB”) and United States dollars (“US$”) while our bank borrowings were mainly denominated in RMB. Our revenue and expenses, assets and liabilities are mainly denominated in RMB and US$. Since the exchange fluctuations amongst these currencies are low, we believe there is no significant exchange risk.

Management believes the Company's working capital is currently sufficient for the Company to implement its business plan and that its income from current operations will be sufficient for its liquidity needs.

ITEM 3.       CONTROLS AND PROCEDURES

Quarterly Evaluation of Controls. As of March 31, 2007, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls"). This evaluation (“Evaluation”) was performed by our Chairman and Chief Executive Officer, Mr. Yuying Zhang, who is the principal executive officer of our Company  (known as “CEO”), and our Chief Financial Officer, Dan Liu, who is our principal financial officer (“CFO”). In addition, we have discussed these matters with our securities counsel. In this section, we present the conclusions of our CEO and CFO based on their Evaluation as of March 31, 2007, with respect to the effectiveness of our Disclosure Controls.

CEO and CFO Certifications. Attached to this quarterly report, as Exhibits 31.1 through 31.2, are certain certifications of the CEO and CFO, which are required in accordance with the Exchange Act and the Commission's rules implementing such section (the "Rule 13a-14(a)/15d-14(a) Certifications"). This section of the quarterly report contains the information concerning the Evaluation referred to in the Rule 13a-14(a)/15d-14(a) Certifications. This information should be read in conjunction with the Rule 13a-14(a)/15d-14(a) Certifications for a more complete understanding of the topic presented.

Disclosure Controls. When we refer to Disclosure Controls in this document, we mean controls and other procedures of our company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Disclosure Controls to which we refer do not necessarily include internal controls over financial reporting, as defined by Exchange Act Rule 13a-15(f) and 15d-15(f). We have not yet conducted a separate evaluation of our internal controls over financial reporting, because we are not required by law to do so according to SEC Release no. 33-8760, until our first fiscal year ending after December 15, 2007. We intend to comply with such reporting and evaluation at that time and all times thereafter.

Limitations on the Effectiveness of Controls. Our management does not expect that our Disclosure Controls will prevent all error and all fraud. A control system, no matter how well developed and operated, can provide only reasonable, but not absolute, assurance that the objectives of the Disclosure Controls are met. Further, the design of the Disclosure Controls must reflect the fact that there are resource constraints, and the benefits of Disclosure Controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of Disclosure Controls can provide absolute assurance that all Disclosure Control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, Disclosure Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the Disclosure Controls. The design of a system of Disclosure Controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions. Over time, Disclosure Controls may become inadequate because of changes in conditions, or because the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective system of Disclosure Controls, misstatements due to error or fraud may occur and not be detected, or may be detected later than expected.

 
- 14 -

 
 
 
Scope of the Evaluation. The CEO and CFO's evaluation of our Disclosure Controls included a review of the controls' (i) objectives, (ii) design, (iii) implementation, and (iv) the effect of the controls on the information generated for use in this quarterly report. In the course of the Evaluation, the CEO and CFO sought to identify data errors, control problems, acts of fraud, and they sought to confirm that appropriate corrective action, including process improvements, was being undertaken. This type of evaluation is done on a quarterly basis so that the conclusions concerning the effectiveness of our Disclosure Controls can be reported in our quarterly reports on Form 10-QSB and annual reports on Form 10-KSB. The overall goals of these various evaluation activities are to monitor our Disclosure Controls, and to make modifications if and as necessary. Our intent in this regard is that the Disclosure Controls will be maintained as dynamic systems that change (including improvements and corrections) as conditions warrant.
 
Conclusions. Based upon the Evaluation, our CEO and CFO have concluded that, as of March 31, 2007, our Disclosure Controls are effective at that reasonable assurance level to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported to management, including the CEO and CFO, within the time periods specified in the Commission's rules and forms, and that our Disclosure Controls are effective at that assurance level to provide reasonable assurance that our financial statements are fairly presented in conformity with accounting principles generally accepted in the United States. Additionally, there has been no change in our Disclosure Controls that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to affect, our Disclosure Controls.
 


 
 
- 15 -

 

 
 
PART II

ITEM 1.       LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5 percent of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

ITEM 2.       CHANGES IN SECURITIES

None.

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the security holders of the Company during the period ended March 31, 2007.

ITEM 5.       OTHER INFORMATION

None.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

 (a)           The Exhibits listed below are filed as part of this Quarterly Report.

Exhibit No.

    31.1                      Certification Under Section 302 of the Sarbanes-Oxley Act of 2002

    31.2                      Certification Under Section 302 of the Sarbanes-Oxley Act of 2002

    32.1                      Certification Under Section 906 of the Sarbanes-Oxley Act of 2002


(b)        We filed no reports on Form 8-K for the quarter ended March 31, 2007.

 
 
- 16 -

 


SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: July 18, 2007

SHINECO, INC.


/s/ Yuying Zhang
By: Yuying Zhang
Chairman, CEO, and Principal Executive Officer


/s/ Dan Liu
By: Dan Liu
CFO and Principal Accounting Officer


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


/s/ Yuying Zhang
By: Yuying Zhang,
Director, CEO and President


/s/ Dan Liu
By: Dan Liu,
Director, CFO


/s/ Weixing Yin
By: Weixing Yin,
Director


/s/ Shuangpeng Tian
By: Shuangpeng Tian,
Director


/s/ Xiaoguang Zhang
By: Xiaoguang Zhang,
Director
 

 
- 17 -