UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2011

¨ 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: 000-53401

Bohai Pharmaceuticals Group, Inc.

(Exact name of registrant as specified in its charter)

Nevada	98-0697405
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

c/o Yantai Bohai Pharmaceuticals Group Co. Ltd.
No. 9 Daxin Road, Zhifu District
Yantai, Shandong Province, China	264000
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number (including area code): +86(535)-685-7928

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x
(Do not check if a smaller reporting company)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date 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). ¨

As of February 14, 2012, there were 17,861,085 shares of company common stock issued and outstanding.

Bohai Pharmaceuticals Group, Inc.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Cautionary Note Regarding Forward-Looking Statements		2
Item 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets as of December 31, 2011 and June 30, 2010	4
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and six Months ended December 31, 2011 and 2010	5
	Condensed Consolidated Statements of Equity for the Years Ended June 30, 2011 and 2010 and for the Six Months Ended December 31, 2011	6
	Condensed Consolidated Statements of Cash Flows for the Six Months ended December 31, 2011 and 2010	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	43
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	46
SIGNATURES		47

1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report on Form 10-Q contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements.  We cannot give any guarantee that the plans, intentions or expectations described in the forward looking statements will be achieved.  All forward-looking statements involve significant risks and uncertainties, and actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those factors described in the “Risk Factors” section of our Annual Report for the fiscal year ended June 30, 2011. Readers should carefully review such risk factors as well as factors described in other documents that we file from time to time with the Securities and Exchange Commission.

In some cases, you can identify forward-looking statements by terminology such as “guidance,” “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. You should be aware that the occurrence of any of the events described in our risk factors and other disclosures could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, and levels of activity, performance or achievements. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include, without limitation:

· our ability to generate or obtain through financing sufficient working capital to (i) fund the acquisition of Yantai Tianzheng, which acquisition was consummated in August 2011 (currently $20,300,000 is due within 12 months, and a total of $25,300,000 is due); (ii) satisfy our obligations under our convertible notes due April 5, 2012 (currently $10.45 million due) or (iii) otherwise to support our business plans;

· our ability to integrate the business of Yantai Tianzheng and any future acquisitions into our business;

· our ability to expand our product offerings and maintain the quality of our products;

· the availability of Chinese government granted rights to exclusively manufacture or co-manufacture our products;

· the availability of Chinese national healthcare reimbursement of our products;

· our ability to manage our expanding operations and continue to fill customers’ orders on time;

· our ability to maintain adequate control of our expenses allowing us to realize anticipated revenue growth;

· our ability to maintain or protect our intellectual property;

2

· our ability to maintain our proprietary technology;

· the impact of government regulation in China and elsewhere, including the support provided by the Chinese government to the Traditional Chinese Medicine and healthcare sectors in China;

· our ability to implement product development, marketing, sales and acquisition strategies and adapt and modify them as needed;

· our ability to integrate any future acquisitions;

· our implementation of required financial, accounting and disclosure controls and procedures and related corporate governance policies; and

· our ability to anticipate and adapt to changing conditions in the Traditional Chinese Medicine and healthcare industries resulting from changes in government regulations, mergers and acquisitions involving our competitors, technological developments and other significant competitive and market dynamics.

We cannot give any guarantee that our plans, intentions or expectations will be achieved.  All forward-looking statements involve significant risks and uncertainties, and actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those factors listed above and described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended June 30, 2011. Except as required by applicable law and including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

3

BOHAI PHARMACEUTICALS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31,		June 30,
	2011		2011
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	20,433,960	$	13,344,426
Restricted cash		393,404		11,043
Accounts receivable		26,134,958		15,891,642
Inventories		2,969,822		1,511,021
Prepaid expenses and other current assets		541,079		1,060,138
Total current assets		50,473,223		31,818,270
Property, plant and equipment, net		11,889,947		5,214,962
Prepayment for property, plant and equipment		626,429		-
Intangible assets – pharmaceutical formulas		35,483,800		25,019,377
Long term prepayments - land use right, net		18,978,390		17,577,271
Customer relationships, net		13,469,214		-
Goodwill		4,973,185		-
Debt issue costs		12,899		485,039
TOTAL ASSETS	$	135,907,087	$	80,114,919
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Convertible notes, net of discount of $720,197 and $9,317,897 as of December 31  and June 30, 2011, respectively	$	9,729,803	$	1,132,103
Accounts payable		3,331,537		1,291,907
Advances from customers		94,362		-
Accrued expenses		6,600,445		4,312,333
Income taxes payable		2,529,116		721,771
Short-term borrowings		1,572,698		920,554
Acquisition price payable - current portion		12,000,000		-
Derivative liabilities - investor and agent warrants		797,129		937,867
Due to Related Party		21,522		11,980
Total current liabilities		36,676,612		9,328,515
Acquisition price payable - non-current portion		13,300,000		-
Deferred tax liability		8,736,827		2,878,397
TOTAL LIABILITIES		58,713,439		12,206,912
COMMITMENTS, CONTINGENCIES, AND OTHER MATTERS
SHAREHOLDERS' EQUITY
Common stock, $0.001 par value, 150,000,000 shares authorized, 17,861,085 shares issued and outstanding as of December 31, 2011 and June 30, 2011, respectively		17,861		17,861
Additional paid-in capital		24,615,353		18,345,574
Accumulated other comprehensive income		5,214,935		3,559,355
Statutory reserves		2,201,817		2,201,817
Retained earnings		45,143,682		43,783,400
Total shareholders’ equity		77,193,648		67,908,007
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	135,907,087	$	80,114,919

See accompanying notes to the unaudited condensed consolidated financial statements

4

BOHAI PHARMACEUTICALS GROUP, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	For the Three Months Ended December 31,						For the Six Months Ended December 31,
	2011			2010			2011			2010
Net revenues	$	34,836,886		$	21,871,614		$	64,764,742		$	38,654,814
Cost of revenues		7,982,397			4,348,311			14,926,117			7,549,129
Gross profit		26,854,489			17,523,303			49,838,625			31,105,685
Selling, general and administrative expenses		18,725,992			11,105,260			34,960,481			19,720,019
Income from operations		8,128,497			6,418,043			14,878,144			11,385,666
Other income (expenses):
Other income					701						701
Interest income		16,924			15,289			38,166			29,497
Interest expenses		(6,951,562	)		(1,399,366	)		(9,574,073	)		(2,153,370	)
Other (expenses) income, net		(1,322	)		1,192			(8,042	)		(1,922	)
Change in fair value of derivative liabilities		(191,747	)		2,949,039			140,738			2,918,485
Total other expenses		(7,127,707	)		1,566,855			(9,403,211	)		793,391
Income before provision for income taxes		1,000,790			7,984,898			5,474,933			12,179,056
Provision for income taxes		(2,296,292	)		(1,444,003	)		(4,114,651	)		(2,625,686	)
Net income (loss)	$	(1,295,502	)	$	6,540,895		$	1,360,282		$	9,553,370
Comprehensive income (loss):
Net income (loss)		(1,295,502	)		6,540,895			1,360,282			9,553,370
Other comprehensive income
Unrealized foreign currency translation gain		1,040,980			772,435			1,655,580			1,660,804
Comprehensive income (loss)	$	(254,522	)	$	7,313,330		$	3,015,862		$	11,214,174
Net income (loss) per common share
Basic	$	(0.07	)	$	0.39		$	0.08		$	0.57
Diluted	$	(0.07	)	$	0.31		$	0.08		$	0.45
Weighted average common shares outstanding
Basic		17,861,085			16,925,928			17,861,085			16,716,691
Diluted		17,861,085			22,266,662			17,861,085			22,258,835

See accompanying notes to the unaudited condensed consolidated financial statements

5

BOHAI PHARMACEUTICALS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED DECEMBER 31, 2011

(UNAUDITED)

	Common stock				Additional			Accumulated other						Total
	Shares outstanding		Amount		paid-in capital			comprehensive income		Statutory reserves		Retained Earnings		Stockholders’ Equity
Balance at June 30, 2009		13,162,500	$	13,163	$	8,794,838		$	333,100	$	2,201,811	$	20,721,553	$	32,064,465
Recapitalization		3,087,500		3,087		419,366			-		-		-		422,453
Beneficial conversion feature on convertible notes		-		-		6,175,462			-		-		-		6,175,462
Conversion of convertible notes on additional paid-in capital adjustments		250,000		250		(250	)		-		-		-		-
Conversion of convertible notes credits on carrying amount and deferred fees		-		-		(71,795	)		-		-		-		(71,795	)
Net income for the year		-		-		-			-		6		9,056,972		9,056,978
Foreign currency translation difference		-		-		-			127,470		-		-		127,470
															-
Balance at June 30, 2010		16,500,000		16,500		15,317,621			460,570		2,201,817		29,778,525		47,775,033
Net income for the year		-		-		-			-		-		14,004,875		14,004,875
Stock based compensation		85,000		85		182,415			-		-		-		182,500
Option based compensation		-		-		27,028			-		-		-		27,028
Conversion of convertible notes		527,703		528		948,304			-		-		-		948,832
Issuance of common stock		748,382		748		1,870,207			-		-		-		1,870,955
Foreign currency translation difference		-		-		-			3,098,785		-		-		3,098,785
Balance at June 30, 2011		17,861,085		17,861		18,345,575			3,559,355		2,201,817		43,783,400		67,908,008
Capital contribution from shareholder						6,225,778									6,225,778
Stock based compensation						44,000									44,000
Foreign currency translation adjustment									1,655,580						1,655,580
Net income													1,360,282		1,360,282
Balance at December 31, 2011		17,861,085	$	17,861	$	24,615,353		$	5,214,935	$	2,201,817	$	45,143,682	$	77,193,648

6

BOHAI PHARMACEUTICALS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2011 AND 2010

(UNAUDITED)

	For the Six Months Ended
	December 31,
	2011			2010
Cash flows from operating activities:
Net income	$	1,360,282		$	9,553,370
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,452,600			172,730
Gain on disposal of property, plant and equipment		-			1,895
Non-cash interest -amortization note discount		472,140			1,437,118
Interest expense on convertible notes		8,597,701			110,466
Change in fair value of warrants		(140,738	)		(2,918,485	)
Stock based compensation		44,000			103,344
Deferred income taxes		460,185			-
Changes in operating assets and liabilities:
Accounts receivable		(3,034,163	)		(3,724,323	)
Prepaid expenses and other current assets		887,328			(571,675	)
Inventories		(99,530	)		(1,108,642	)
Accrued liabilities		1,115,297			1,215,289
Accounts payable		(405,731	)		888,629
Income taxes payable		1,048,516			683,491
Advance from customers		(78,257	)
Restricted cash		10,814			299,069
Net cash provided by operating activities		11,690,444			6,142,276
Cash flows used in investing activities:
Purchases of property, plant and equipment		(1,220,889	)		(9,711	)
Proceeds from disposal of property, plant and equipment		101,734			4,462
Prepaid land use rights		(143,471	)		(4,783,102	)
Purchase of pharmaceuticals formulas		-			(2,974,566	)
Cash received in acquisition of business		1,358,078			-
Cash paid for acquisition of subsidiary		(9,700,000	)		-
Net cash used in investing activities		(9,604,548	)		(7,762,917	)
Cash flows from financing activities:
Proceeds from short term borrowings		-			884,933
Repayment of short term borrowings		(1,479,058	)		(4,454,413	)
Repayment from related party		9,497			52,799
Capital contribution from shareholder		6,260,565			-
Net cash flows provided by (used in) financing activities		4,791,004			(3,516,681	)
Effect of foreign currency translation on cash and cash equivalents		212,634			410,659
Net increase (decrease) in cash and cash equivalent		7,089,534			(4,726,664	)
Cash and cash equivalents - beginning of period		13,344,426			17,149,082
Cash and cash equivalents - end of period	$	20,433,960		$	12,422,418
Cash paid during the period for:
Interest	$	506,046		$	583,047
Income taxes	$	2,656,241		$	1,942,195
Supplemental cash flow information
Non-cash investing and financing activities:
Common stock issued upon conversion of convertible notes and accrued interest	$	-		$	852,401
Deposits received from investors for future financing included in restricted cash	$	-		$	1,874,117
Purchase of intangible assets has not been paid and included in Other Payable as of December 31, 2010	$	-		$	4,234,853
Acquisition of business - see note 4	$	25,300,000		$	-

See accompanying notes to the unaudited condensed consolidated financial statements 

7

BOHAI PHARMACEUTICALS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2011

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

Bohai Pharmaceuticals Group, Inc. (“BPGI”) was incorporated under the laws of the State of Nevada on January 9, 2008 under the name of Link Resources, Inc.  Prior to January 5, 2010, BPGI was a public “shell” company.  BPGI became a public operating company on January 5, 2010 pursuant to a Share Exchange Agreement completed between BPGI (then known as Link Resources, Inc.) and the shareholders of Chance High (as defined below) (the “Share Exchange Agreement” and the transactions contemplated hereby, the “Share Exchange”) on January 5, 2010.

The Company is currently engaged in the production, manufacturing and distribution of herbal pharmaceuticals based on traditional Chinese medicine (“TCM”) in the People’s Republic of China (“China” or the “PRC”) through two operating subsidiaries:

(i)           Yantai Bohai Pharmaceuticals Group Co., Ltd., a PRC company and the Company’s original operating subsidiary (“Bohai”) which is controlled by the Company through a variable interest entity arrangement (“VIE”) described below; and

(ii)          Yantai Tianzheng Pharmaceuticals Company, Ltd., a PRC company (“Yantai Tianzheng”) which the Company acquired in August 2011 (with an effective date of July 1, 2011) through a newly formed PRC wholly-foreign owned enterprise subsidiary, Yantai Nirui Pharmaceuticals, Ltd. (“WFOE II”).

The Company is headquartered and maintains its principal operations in the city of Yantai, Shandong Province, China, and conducts business operations exclusively in the PRC.

BPGI owns 100% of Chance High International Limited, a British Virgin Islands company (“Chance High”).  Chance High owns 100% of the issued and outstanding shares of capital stock of a Chinese wholly-foreign owned enterprise known as Yantai Shencaojishi Pharmaceuticals Co., Ltd. (the “WFOE”).  On December 7, 2009 (prior to the date of the Share Exchange), the WFOE entered into a series of variable interest entity contractual agreements (the “VIE Agreements”) with Bohai and its three shareholders, including Mr. Hongwei Qu, the Company’s current Chairman and Chief Executive Officer (“Mr. Qu”).  Mr. Qu currently owns 96.7% of the outstanding equity interests of Bohai and two other shareholders who collectively own the remaining 3.3% of Bohai.

The VIE Agreements include (i) a Consulting Services Agreement, (ii) an Operating Agreement, and (iii) a Proxy Agreement, through which the WFOE has the right to advise, consult, manage and operate Bohai for an annual fee equal to all of Bohai’s yearly net profits after tax.  Pursuant to these agreements, the WFOE indirectly owns but has 100% managerial and economic control of the business activities of Bohai including the right to appoint all executives and senior management and members of the board of directors of Bohai.  Additionally, Bohai’s shareholders pledged their rights, titles and equity interest in Bohai as security for the WFOE to collect consulting and services fees provided to Bohai pursuant to an equity pledge agreement.  In order to further reinforce the WFOE’s rights to control and operate Bohai, Bohai’s shareholders granted the WFOE an exclusive right and option to acquire all of their equity interests in Bohai through an option agreement.  The VIE Agreements have perpetual terms unless otherwise determined by PRC law, and can (particularly in the case of the Consulting Services Agreement (which is the principal VIE Agreement) be terminated by the parties under certain circumstances, including material breach, the termination of Bohai’s business or a liquidation of Bohai.  The WFOE (which is controlled indirectly by BPGI through Chance High) can also terminate the Consulting Services Agreement at will.

BPGI, its wholly owned subsidiary Chance High, WFOE, WFOE II, Bohai and Yantai Tianzheng are referred to herein collectively and as a consolidated basis as the “Company” or “we”, “us” or “our” or similar terminology. 

8

2. LIQUIDITY AND FINANCIAL CONDITION

The Company’s net income (loss) amounted to $(1,295,502) and $1,360,282 for the three and six month periods ended December 31, 2011. The Company’s cash flows from operations amounted to $ 11,690,444 for the six months ended December 31, 2011. The Company had working capital of approximately $ 13,796,611 as of December 31, 2011, including a $10,450,000 convertible note obligation, which pursuit to an amendment matures on April5, 2012 (Note 11) but excluding a $797,129 derivative liability for the fair value of warrants that are not expected to result in a cash settlement. The Company has historically financed its operations principally from cash flows generated from operating activities and external financing raised in private placement transactions completed concurrently with and subsequent to the consummation of the Share Exchange.

As described further in Note 4, the Company completed its acquisition of Yantai Tianzheng on August 8, 2011 (the “Execution Date”), with an effective control date of July 1, 2011, for aggregate purchase consideration of US$35,000,000, originally payable in four installments in the equivalent of Chinese Renminbi, the functional currency of the PRC (“RMB”).  $6,000,000 of the aggregate purchase price was paid on or before tenth calendar day after the Execution Date of the acquisition; $12,000,000 was due to be paid on or before the sixth month anniversary of the Execution Date; $12,000,000 is due to be paid on or before the 12 month anniversary of the Execution Date; and the remaining $5,000,000 is due to be paid on or before the 18 month anniversary of the Execution Date.  As described in Note 4, the Company has the ability to convert each of the remaining payments that are due into two year term loans bearing interest at 6% per annum.   As of December 31, 2011, the amount of outstanding payments was $25,300,000.  Like Bohai, Yantai Tianzheng is a TCM manufacturer based in Yantai, Shandong Province, China, and conducts business operations exclusively in the PRC.

The Company has expanded its existing product lines through the acquisition of Yantai Tianzheng and is expecting to gain the benefits of the economies of scale that management believes could be realized by combining and streamlining the cost structures of the historical Bohai and the acquired Yantai Tianzheng business. On June 8, 2010, Yantai Huanghai Construction Co. signed an agreement with Yantai Tianzheng to perform certain portions of a factory construction located at the premises of Yantai Tianzheng. The total contract price is approximately $3.07 million (RMB 19.5 million) and the construction is estimated to be completed by the end of June 2012. The remaining commitment of the contract was approximately $0.78 million (RMB 5 million) as of December 31, 2011.

In August 2011, Mr. Qu made a permanent equity capital contribution of $6,225,778 (RMB 40,000,000) into Bohai to support the Company’s future capital needs.

Management believes, based on the Company’s historical ability to fund operations using internally generated cash flow and the progress made towards expanding the business through the Yantai Tianzheng acquisition, that the Company’s currently available cash and funds it expects to generate from operations will enable it to operate the business and satisfy short term obligations through at least January 1, 2013.

Notwithstanding, the company still has substantial obligations described below and there is no assurance that unforeseen circumstances would not have a material adverse effect on the company’s financial condition.

As described above, the Company has ongoing obligations with respect to the Yantai Tianzheng acquisition, whether or not the intended benefits of the acquisition are realized, and must also repay the remaining $10,450,000 balance due on the Company’s convertible notes on the contractual maturity date of April 5, 2012 (the “Notes”). On December 31, 2011, the Company entered into an amendment to the Notes with Euro Pacific as representative of the Investors (the “Amendment”) which: (i) extended the maturity date of the Notes from January 5, 2012 to April 5, 2012 (such extra three month period, the “Extended Period”); and (ii) increased the interest rate on the Notes to an annual rate of 12% (or 3% for the Extended Period).  (see Note 11).  

The Company will require significant additional capital in order to fund these obligations and execute its longer term business plan. If the Company is unable to generate sufficient operating cash flows or raise additional capital, or encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity, these measures could include, but not necessarily be limited to, curtailing the Company’s business development activities, suspending the pursuit of one or more elements of its business plan, and controlling overhead expenses.  There is a material risk, and management cannot provide any assurances, that the Company will raise additional capital if needed.  The Company has not received any commitments for new financing, and cannot provide any assurance that new financing will be available to the Company on acceptable terms, if at all. The failure of the Company to fund its obligations when needed would have a material adverse effect on its business and results of operations.

9

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The unaudited condensed consolidated financial information furnished herein has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are necessary for a fair statement of the financial position and results of operations for the periods presented.

The preparation of the condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompany notes. Actual results could differ from those estimates and such differences may be material to the condensed consolidated financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form10-K for the Company’s fiscal year ended June 30, 2011. The results of operations for the six months ended December 31, 2011 are not necessarily indicative of the results of the full year 2012 ending June 30, 2012.

The accompanying consolidated financial statements include the accounts of BPGI, its wholly-owned subsidiary Chance High, WFOE, WFOE II, Yantai Tianzheng and our VIE Bohai.  All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company, in determining whether it is required to consolidate investee businesses, considers both the voting and variable interest models of consolidation as required under applicable GAAP.  We adopted FAS Accounting Standards Codification (“ASC”) 810-10-15-14 and also ASC 810-10-05-8, which requires that a VIE be consolidated if that company is entitled to receive a majority of the VIE’s residual returns and has direct ability to make decisions on all operating activities of the VIE.  We control Bohai through the VIE Agreements described in Note 1, under the following series of agreements entered into on December 7, 2009.

Under the Operating Agreement entered into between WFOE and Bohai, the WFOE has the direct ability to make decisions on all the operating activities and exercise all voting rights of Bohai.  Under the Consulting Services Agreement entered into between WFOE and Bohai, Bohai agreed to pay all of its net income to WFOE quarterly as a consulting fee.  Accordingly, WFOE has the right to receive the expected residual returns of Bohai.  As such, the Company is the primary beneficiary of and maintains controlling managerial and financial interest in, Bohai in accordance with ASC 810-10-15-14.  Accordingly, Bohai’s financial position and results of operations are consolidated with those of the Company for all periods presented.

We initially measured the assets, liabilities, and non-controlling interests of Bohai at their carrying amounts as of the date of the Share Exchange. We have subsequently accounted for the assets, liabilities, and non-controlling interest of Bohai as if it was consolidated based on voting interests.  The usual accounting rules for which the VIE operates are applied as they would to a consolidated subsidiary as follows:

· Carrying amounts of the VIE are consolidated into the financial statements of the Company as the primary beneficiary, or Primary Beneficiary (“PB”); and

· Inter-company transactions and balances, such as revenues and costs, receivables and payables between or among the PB and the VIE(s) are eliminated in their entirety.

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The carrying amount and classification of Bohai’s assets and liabilities included in the unaudited condensed consolidated balance sheets are as follows:

	December 31,		June 30,
	2011		2011
Total current assets*	$	50,389,303	$	32,711,620
Total assets*		98,729,716		80,523,230
Total current liabilities**		20,108,488		18,674,129
Total liabilities**	$	23,345,451	$	21,552,525

*           Includes intercompany accounts in the amounts of $19,316,078 and $1,896,933 in current assets as of December 31 and June 30, 2011, respectively, that were eliminated in consolidation.

**         Includes intercompany accounts in the amounts of $11,752,133 and $11,660,222 in current liabilities as of December 31 and June 30, 2011, respectively, that were eliminated in consolidation.

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements.  The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of December 31, 2011 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended December 31, 2011 are not necessarily indicative of the operating results for the full fiscal year or any future period.  These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2011. The Company’s accounting policies are described in the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended June 30, 2011, filed on September 28, 2011, and updated, as necessary, in this Quarterly Report on Form 10-Q.

Business Combinations

The Company uses the acquisition method of accounting for business combinations which requires that the assets acquired and liabilities assumed be recorded at the date of the acquisition at their respective fair values. Assets acquired and liabilities assumed in a business combination that arise from contingencies are recognized at fair value if fair value can reasonably be estimated. If the acquisition date fair value of an asset acquired or liability assumed that arises from a contingency cannot be determined, the asset or liability is recognized if probable and reasonably estimable; if these criteria are not met, no asset or liability is recognized. Fair value is defined 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. Any excess of the purchase price (consideration transferred) over the estimated fair values of net assets acquired is recorded as goodwill. Transaction costs and costs to restructure the acquired company are expensed as incurred. The operating results of acquired business are reflected in the acquirer’s consolidated financial statements and results of operations after the date of the acquisition.

Reclassifications

Certain amounts in the December 31, 2010 unaudited condensed consolidated financial statements have been reclassified to conform to the December 31, 2011 presentation.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those results.

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Significant estimates and assumptions include allocating purchase consideration issued in business combinations, valuing equity securities and derivative financial instruments issued in financing transactions and in share-based payment arrangements, accounts receivable reserves, inventory reserves, and the carrying amounts of intangible assets. Certain estimates, including accounts receivable and inventory reserves and the carrying amounts of intangible assets (including present value of future cash flow estimates for our pharmaceutical formulas) could be affected by external conditions including those unique to our industry and general economic conditions. It is reasonably possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates.

We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments, when necessary.

Intangible Asset – Pharmaceutical Formulas

The Company has purchased pharmaceutical formulas that were approved by the State Food and Drug Administration of China (“SFDA”). These formulas can be renewed every 5 years without limitation for a minimum fee and are subject to certain protections under PRC drug regulations for an indefinite period of time. These regulations mitigate competition and the ability of other suppliers to replicate our products or produce comparable substitutes. These intangible assets are measured initially at cost not subject to amortization and are tested for impairment annually or in interim reporting periods if events or changes in circumstances indicate that the carrying amounts of these intangible asset might not be recoverable.

There were no impairment charges to record during the six months ended December 31, 2011 and 2010.

Fair Value Measurements and Fair Value of Financial Instruments

We adopted the guidance of ASC 820 for fair value measurements, which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the condensed consolidated balance sheets for cash, accounts receivable, other receivables, short-term borrowings, accounts payable and accrued expenses, customer advances, and amounts due from related parties approximate their fair market value based on the short-term maturity of these instruments.

ASC 825-10 “Financial Instruments,” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. We use Level 3 inputs to value our derivative liabilities.

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The following table reflects gains and losses for the three and six months ended December 31, 2011 for all financial assets and liabilities categorized as Level 3.

Liabilities:	Three months
Balance of derivative liabilities as of September 30, 2011	$	605,382
Change in the fair value of derivative liabilities		191,747
Balance of derivative liabilities as of December 31, 2011	$	797,129

Liabilities:	Six months
Balance of derivative liabilities as of June 30, 2011	$	937,867
Change in the fair value of derivative liabilities		(140,738	)
Balance of derivative liabilities as of December 31, 2011	$	797,129

Estimating the fair value of derivative financial instruments require the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. The assumptions used to value our derivatives, which had a direct effect on the fair values described above are more fully described in Note 12.  In addition, valuation techniques are sensitive to changes in the trading market price of our Common Stock and its estimated volatility interest rate changes and other variables or market conditions not within our control that can significantly affect our estimates of fair value and changes in fair value. Because derivative financial instruments are initially and subsequently carried at fair value, our net income may include significant charges or credits as these estimates and assumptions change.

Foreign Currency Translation

Our reporting currency is the U.S. dollar.  The functional currency of the Company’s operating business based in the PRC is the RMB. For our subsidiaries and affiliates whose functional currencies are the RMB, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the exchange rate in effect as of the end of the period, and equity is translated at historical exchange rates. Translation adjustments resulting from the process of translating the functional currency financial statements into U.S. dollars are included in comprehensive income. 

Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods. All of our revenue transactions are transacted in the functional currency. We have not entered into any material transactions that are either originated, or to be settled, in currencies other than the RMB. Accordingly, transaction gains or losses have not had, and are not expected to have a material effect on our results of operations.

Period end exchange rates used to translate assets and liabilities and average exchange rates used to translate results of operations in each of the reporting periods are as follows:

	Six months ended  December, 2011		Year ended  June 30, 2011		Six months ended December, 2010
Period end US$: RMB exchange rate		6.3585		6.4635		6.6118
Average periodic US$: RMB exchange rate		6.3892		6.6278		6.7237

The RMB is not freely convertible into any other currencies. In addition, all foreign exchange transactions in the PRC must be conducted through authorized institutions. Accordingly, management cannot provide any assurance that the RMB underlying the consolidated financial statement amounts could have been, or could be, converted into US dollars at the exchange rates used to translate the functional currency into the reporting currency.

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Revenue Recognition

Revenue represents the invoiced value of goods sold recognized upon the delivery of goods to distributors. Pursuant to the guidance of ASC Topic 605 and ASC Topic 36, revenue is recognized when all of the following criteria are met:

· Persuasive evidence of an arrangement exists;

· Delivery has occurred or services have been rendered;

· The seller’s price to the buyer is fixed or determinable; and

· Collectability is reasonably assured.

We account for sales returns by establishing an accrual in an amount equal to our estimate of sales recorded for which the related products are expected to be returned. We determine the estimate of the sales return accrual primarily based on our historical experience regarding sales returns, but also by considering other factors that could impact sales returns. These factors include levels of inventory in the distribution channel, estimated shelf life, product discontinuances, and price changes of competitive products, introductions of generic products and introductions of competitive new products. For the three and six months ended December 31, 2011 and 2010, our sales return rate is low and deemed immaterial and accordingly, no provision for sales returns was recorded.

Research and Development Costs

Research and development costs are charged to expense as incurred and included in operating expenses. We have only one full-time employee who is engaged in research and development, so we are mainly dependent on a third-party, Yantai Tianzheng Medicine Research and Development Co., Ltd., to perform the limited amount of research and development that we undertake. Primarily incurred by Yantai Tianzheng Medicine Research and Development Co., Ltd., the research and development costs were $0 and $187,464 for the three months ended December 31, 2011 and 2010, and were $0 and $371,821 for the six months ended December 31, 2011 and 2010, respectively.

Shipping costs

Shipping costs are included in selling, general and administrative expense. Shipping costs amounted to $337,553 and $210,725 for the three months ended December 31, 2011 and 2010, respectively. Shipping costs amounted to $633,729 and $367,587 for the six months ended December 31, 2011 and 2010, respectively.

Advertising and Promotion

Advertising and promotion costs are charged to expense as incurred. Advertising and promotion expenses included in selling, general and administrative expenses amounted to $3,268,442 and $3,671,269 for the three months ended December 31, 2011 and 2010, respectively. As part of the selling, general and administrative expenses, the advertising and promotion expenses amounted to $6,858,780 and $6,498,981 for the six months ended December 31, 2011 and 2010, respectively.

Recent Accounting Pronouncements

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. The amendments change the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about the fair value measurements. The amendments include the following:

· Those that clarify the intent of the Company’s Board of Directors regarding the application of existing fair value measurement and disclosure requirements.

· Those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements.

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The amendments in this Update are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011.  Early application by public entities is not permitted.  

The Company is currently evaluating the impact of this standard and do not expect its adoption have a material impact on the Company’s condensed consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. Under the amendments, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The presentation option under current GAAP to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity has been eliminated.

The amendments in this Update should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted because compliance with amendments is already permitted. The Company already complies with this presentation.

In September 2011, the FASB issued guidance on testing goodwill for impairment (ASU 2011-8). The new guidance provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the currently prescribed two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized for that reporting unit (if any). If an entity determines that the fair value of a reporting unit is less than its carrying amount, the two-step goodwill impairment test is not required. The new guidance will be effective for us beginning July 1, 2012.

4. BUSINESS ACQUISITION

On August 8, 2011, the Company, through WFOE II, a newly formed limited liability company formed under the laws of the PRC and wholly owned by Chance High (the Company’s wholly-owned subsidiary), signed a share transfer agreement with the shareholders of Yantai Tianzheng to acquire 100% of Yantai Tianzheng’s equity interests for total purchase consideration of US$35,000,000 (paid in its RMB equivalent), payable in four installments: US$6,000,000 was paid on or before the tenth calendar day after the Execution Date of the acquisition; $12,000,000 was due to be paid on or before January 1, 2012 the sixth month anniversary of the Execution Date; $12,000,000 is due to be paid on or before July 1, 2012 the 12 month anniversary of the Execution Date; and the remaining $5,000,000 is due to be paid on or before January 1, 2013 the 18 month anniversary of the Execution Date.

In the event that the Company fails to pay any of the installments when due, such outstanding installment will be automatically converted into a two-year term loan, with interest accruing on any unpaid portion of such loan from its due date until such installment is paid in full at the rate of six percent (6%) per annum. As of December 31, 2011, $9.7 million was paid, and the balance is $25.3 million. The company elected to pay $3.7 million of the installment due January 1, 2012 in cash directly to the seller. The remaining balance of $8.3 million is due on January 1, 2014 with interest of 6% per annual.

The acquisition expands the Company’s product lines and should allow the Company to leverage the sales and distribution channels of Bohai and Yantai Tianzheng by introducing new products. Yantai Tianzheng's current sales network spans over 16 major provinces as well as over 16 Tier 2 and Tier 3 cities, with products sold in over 1,100 hospitals across China.  In addition, Yantai Tianzheng brings excess manufacturing capacity which meets GMP standards and will allow Bohai to further expand its production.  Bohai is currently consolidating and integrating the two companies' operations, which creates the potential for significant improvement in the operating efficiency of the combined companies.

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The Company accounted for its acquisitions of Yantai Tianzheng using the acquisition method of accounting. Accordingly, the results of operations for the three and six months ended December 31, 2011, include the revenues and expenses of the acquired businesses since the effective control date of acquisition on July 1, 2011, which is the date the Company assumed control of Yantai Tianzheng pursuant to the terms of the share transfer agreement between WFOE II and the shareholders of Yantai Tianzheng.

The fair value of the purchase consideration issued to the sellers of Yantai Tianzheng was allocated to fair value of the net tangible assets acquired, with the resulting excess allocated to separately identifiable intangibles including customer relationships that have a finite life, pharmaceutical formulas that have an indefinite life and the remainder recorded as goodwill.

The preliminary purchase price allocation is as follows*:

Purchase Consideration:
Cash paid to sellers immediately following the closing	$	6,000,000
Acquisition installment obligation payable to sellers		29,000,000
Less cash acquired		(1,358,078	)
Net purchase consideration		33,641,922
Tangible assets acquired:
Restricted cash		386,787
Accounts receivable		6,893,730
Other receivable and advance to suppliers		208,240
Inventories		1,312,170
Property, plant and equipment		6,151,206
Long term prepayments - land use rights		1,394,291
Accounts payable		(2,386,576	)
Other payable and accrued expenses		(1,081,425	)
Income taxes payable		(729,796	)
Advance from customers		(170,186	)
Short-term borrowings		(2,088,652	)
Deferred tax liabilities		(5,261,605	)
Net tangible assets acquired		4,628,185
Purchase consideration in excess of fair value of net tangible assets		29,013,737
Allocated to:
Customer relationships		14,151,156
Pharmaceutical product formulas		9,887,986
Goodwill		4,974,595
	$	0

· Using the exchange rate of the acquisition date

The purchase price allocation is preliminary and was based, in part, on management’s knowledge of Yantai Tianzheng’s business and the results of a third party appraisal commissioned by management.  The purchase price allocation is subject to possible changes as additional facts and information about Yantai Tianzheng’s business come to the Company’s attention.

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Yantai Tianzheng’s results of operations are consolidated with the Company effective July 1, 2011. The following table presents the unaudited pro-forma financial results, as if the acquisition of Yantai Tianzheng had been completed as of the beginning of the reporting periods.

	Three Months Ended		Six Months Ended
	December 31, 2010		December 31, 2010
Net Sales	$	39,533,938	$	64,608,214
Net income	$	9,259,041	$	13,469,536
Earnings per share- basic	$	0.55	$	0.81
Earnings per share- diluted	$	0.43	$	0.63

The unaudited pro-forma results of operations are presented for information purposes only.  The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of the dates presented or to project potential operating results as of any future date or for any future periods.

5. INVENTORIES

Inventories consist of the following:

	December 31,		June 30,
	2011		2011
Raw materials	$	1,625,818	$	739,363
Work in progress		257,876		423,202
Finished goods		1,086,128		348,456
Total inventories	$	2,969,822	$	1,511,021

6. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consist of the following:

	December 31,			June 30,
	2011			2011
Buildings	$	9,353,454		$	5,122,557
Plant equipment		2,404,751			1,348,819
Office equipment		190,284			107,520
Motor vehicles		283,625			258,720
Total		12,232,114			6,837,616
Less: accumulated depreciation		(1,886,982	)		(1,622,654	)
Construction in progress		1,544,815			-
Property, plant and equipment, net	$	11,889,947		$	5,214,962

Depreciation expense for property, plant and equipment for the three months ended December 31, 2011 and 2010 amounted to $99,734 and $87,029, respectively. Depreciation expense for property, plant and equipment for the six months ended December 31, 2011 and 2010 amounted to $236,391 and $172,730, respectively.

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Substantially all of Bohai’s assets are pledged on a collective basis to secure the Company’s convertible notes obligation. As of June 30, 2011, the Company has specifically pledged certain plant equipment and machinery having a carrying amount of approximately $390,000 to secure a bank loan on behalf of Bohai.

On June 8, 2010, Yantai Huanghai Construction Co. signed an agreement with Yantai Tianzheng to perform certain portions of a factory construction located at the premises of Yantai Tianzheng. The total contract price is approximately $3.07 million (RMB 19.5 million) and the construction is estimated to be completed by the end of June 2012. The remaining commitment of the contract was approximately $0.78 million (RMB 5 million) as of December 31, 2011.

7. LONG TERM PREPAYMENTS - LAND USE RIGHTS, NET

	December 31,			June 30,
	2011			2011
Land use rights, at cost	$	20,099,924		$	17,999,002
Less: Accumulated amortization		(1,121,534	)		(421,731	)
Intangible assets – land use rights, net	$	18,978,390		$	17,577,271

Amortization expense amounted $123,915 and $19,775 for the three months ended December 31, 2011 and 2010, respectively. Amortization expense amounted to $272,881 and $37,784 for the six months ended December 31, 2011 and 2010, respectively. Amortization of land use rights for fiscal years ending subsequent to December 31, 2011 is as follows:

	Amortization
Remainder of FY2012	$	272,881
2013		545,763
2014		545,763
2015		545,763
2016		545,763
Thereafter		16,522,457
Total	$	18,978,390

8. INTANGIBLE ASSETS – CUSTOMBER RELATIONSHIPS, NET

Intangible assets –customer relationships, net represents customer relationships related to the Yantai Tianzheng workforce acquired during the Yantai Tianzheng acquisition as described in Note 4. Customer relationships are amortized on a straight line basis over periods of 5 and 8 years.

Intangible assets – customer relationship, net at December 31, 2011 is as follow:

	December 31, 2011
Customer relationships, at cost	$	14,384,839
Accumulated amortization		(915,625	)
Intangible assets – customer relationships, net	$	13,469,214

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9. ACCRUED EXPENSES

Accrued expense consists of the following:

	December 31,		June 30,
	2011		2011
Accrued expense to sales person	$	3,362,691	$	2,605,375
Other taxes payable		1,970,379		1,056,691
Other accrued expense		594,513		389,124
Accrued payroll and welfare		424,980		261,144
Other payable for construction		247,881		-
Total	$	6,600,445	$	4,312,333

10. SHORT-TERM BORROWINGS

The Company has short-term loan facilities from financial institutions in the PRC. Short-term borrowings as of December 31, 2011 and June 30, 2011 consist of the following:

Loan from		Annual			December 31,		June 30,
financial institution	Loan period	interest rate			2011		2011
China Citic Bank	February 23, 2011 to February 23, 2012		7.57	%	$	1,572,698	$	-
Yantai Laishan Rural Credit Union	September 21, 2010 to September 20, 2011		9.03	%		-		618,860
Yantai Laishan Rural Credit Union	September 21, 2010 to September 20, 2011		6.90	%		-		301,694
Total short-term borrowings					$	1,572,698	$	920,554

The loan from China Citic Bank is from Yantai Tianzheng and is guaranteed by Yantai Tianzheng’s CEO, Chi Jiangbo and his wife Jiang Chunying. Interest expense for short-term borrowings for the three months ended December 31, 2011 amounted to $28,654 and $77,887, respectively. Interest expense for short-term borrowings for the six months ended December 31, 2011 amounted to $61,017 and $167,786, respectively.

11. CONVERTIBLE PROMISSORY NOTES AND WARRANTS

Convertible notes, net of unamortized original issuance discounts are as follows:

	December 31,			June 30,
	2011			2011
Convertible notes payable, at full principal value	$	10,450,000		$	10,450,000
Less: unamortized beneficial conversion feature and warrants discount on convertible notes		(720,197	)		(9,317,897	)
Convertible notes, net	$	9,729,803		$	1,132,103

Convertible Notes

On January 5, 2010, pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”) with 128 accredited investors (the “Investors”), we sold 6,000,000 units for aggregate gross proceeds of $12,000,000, each unit consisting of an 8% senior convertible promissory note in the principal amount of $2 and one Common Stock purchase warrant (collectively, the “Investor Warrants”).  By agreement with the Investors, each investor received: (i) A single Note representing the aggregate number of Notes purchased by them as part of the units (each, a “Note” and collectively, the “Notes”) and (ii) a single Investor Warrant representing the aggregate number of Investor Warrants purchased by them as part of the units.

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The Notes bear interest at 8% per annum, payable quarterly in arrears on the last day of each fiscal quarter of the Company. Principal is due on January 5, 2012. Each Note, plus all accrued but unpaid interest thereon, is convertible, in whole but not in part, at any time at the option of the holder, into shares of Common Stock at a conversion price of $2.00 per share, subject to adjustment as set forth in the Note.  

On December 31, 2011, the Company entered into an amendment to the Notes with Euro Pacific as representative of the Investors which: (i) extended the maturity date of the Notes from January 5, 2012 to April 5, 2012 (such extra three month period, the “Extended Period”); and (ii) increased the interest rate on the Notes to an annual rate of 12% (or 3% for the Extended Period).  

Warrants

The Investor Warrants expire on January 5, 2013 and may be exercised by the holder at any time to purchase one share of Common Stock at an exercise price of $2.40 per share (subject to adjustment as set forth in the Investor Warrants). The exercise price of the Investor Warrants is subject to adjustment in the same manner as the conversion price of the Notes described above, except that the exercise price will not be adjusted to less than $1.20, as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction. The Investor Warrants may only be exercised for cash and do not permit the holder to perform a cashless exercise.

In connection with the sale of the units, we paid our placement agents a cash fee of $1,200,000. In addition, the placement agents received warrants (the “Placement Agent Warrants” and, together with the Investor Warrants, the “Warrants”) to purchase 600,000 shares of Common Stock, which Placement Agent Warrants are substantially identical to the Investor Warrants.

At December 31, 2011, the fair values of the Investor Warrants and Placement Agent Warrants amounted $724,663 and $72,466, respectively, using a binomial model, based on the closing market price on that date of $0.47, a term equal to the remaining life of the Warrants which is 1.02 years, an expected dividend yield of 0%, a risk-free interest rate of 0.02% based on constant maturity rates published by the U.S. Federal Reserve applicable to the remaining life of the Warrants and estimated volatility of 55%, based on a review of the historical volatility of companies considered by management to be comparable to the Company. The effect of the down-round anti-dilution protection was not considered to be material and no adjustment was made for it in the estimated fair value of the Investor Warrants and the Placement Agent Warrants.

The aggregate change in fairvalue of the Investor and Placement Agent Warrants for the three months ended December 31, 2011 and 2010 of $191,747 and $2,949,039, respectively, has been recorded as loss, respectively, on condensed consolidated statements of operation. The aggregate change in fair value of the Investor and Placement Agent Warrants for the six months ended December 31, 2011 and 2010 of $140,738 and $2,918,485, respectively, has been recorded as a component of other income (expense), respectively, on the condensed consolidated statements of income.

The Convertible Notes were initially recorded at a discounted carrying amount of zero as a result of having allocated a portion of the proceeds to (i) the fair value of the warrants, which were recorded as liabilities stated at fair value, and (ii) a beneficial conversion feature that was not bifurcated as a free standing derivative at the time of issuance or at subsequent reporting dates based on periodic classification assessments. Accretion of the note discount amounted to $6,478,314 and $78,707 for the three month periods ended December 31, 2011 and 2010, respectively. Accretion of the note discount amounted to $8,597,701 and $106,023 for the six month periods ended December 31, 2011 and 2010, respectively. Accretion of the discount was recorded as a component of interest expense in the accompanying statements of income and comprehensive income. Contractual interest expense amounted to $6,687,314 and $291,749 for the three months ended December 31, 2011 and 2010, respectively. Accretion of the discount was recorded as a component of interest expense in the accompanying statements of income and comprehensive income. Contractual interest expense amounted to $2,328,387 and $548,466 for the six months ended December 31, 2011 and 2010, respectively. Contractual interest expense amounted to $9,015,701 and $548,466 for the six months ended December 31, 2011 and 2010, respectively. There is an aggregate of 5,225,000 shares of common stock issuable under all remaining convertible notes as of December 31, 2011.

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Escrowed Shares

As of January 5, 2010 and at December 31, 2011, our principal shareholder, Mr. Qu, is obligated to deliver 1,000,000 shares of Common Stock to the Investors if certain Events of Default occur (as defined in the Notes).

12. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

(a) Contract Research and Development Arrangement

On May 2009, we entered into a contract with Yantai Tianzheng Medicine Research and Development Co. to perform research and development on two new pharmaceutical products, namely Fern Injection and Forsythia Capsule, on behalf of the Company. The total contract price is approximately $2,345,509 (RMB 15,000,000). Yantai Tianzheng Medicine Research and Development Co. is committed to complete all research work required for the clinical trial within 3 years. As of December 31, 2011, we have paid $1,305,339 (RMB 8,300,000) and the remaining contract amount will be paid progressively in installments. The final payment will be paid upon obtaining new drug certifications from the applied government regulatory authority. Research and development costs associated with this contract amounted to $0 and $187,464 for the three months ended December 31, 2011 and 2010, respectively. Research and development costs associated with this contract amounted to $0 and $371,821 for the six months ended December 31, 2011 and 2010, respectively.

(b) Supplier Concentrations

We have the following concentrations of business with each supplier constituting greater than 10% of our purchases of raw materials or other supplies:

	Three months			Three months			Six months			Six months
	ended			ended			ended			ended
	December 31,			December 31,			December 31,			December
	2011			2010			2011			31, 2010
Shandong Yantai Medicine Procurement and Supply Station		10.0	%		19.0	%		11.9	%		18.5	%
Anguo Jinkangdi Chinese Herbal Medicine Co. Ltd		11.1	%		10.5	%		10.5	%		11.6	%
Anhui DeChang Pharmaceutical Co. Ltd.		16.3	%		*	%		17.1	%		*	%

* Constitutes less than 10% of the Company’s purchases.

We have short term raw material purchase obligations from various unrelated third parties in the amount of $2,986,618 (RMB 18,990,408) and the contractual obligation was fulfilled in October 2011.

(c) Sales Product Concentrations

Five of our products, namely Tongbi Capsules, Tongbi Tablets, Lung Nourishing Syrup, Zhengxintai Capsules and Fangfengtongsheng Tablets represented approximately 23.2%, 9.3%, 16.8%, 10.1% and 17.5%, respectively, of total sales for the three months ended December 31, 2011.

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Five of our products, namely Tongbi Capsules, Tongbi Tablets, Lung Nourishing Syrup, Zhengxintai Capsules and Fangfengtongsheng Tablets represented approximately 22.8%, 9.3%, 17.2%, 10.0% and 17.1%, respectively, of total sales for the six months ended December 31, 2011.

Three of our products, namely Tongbi Capsules, Tongbi Tablets and Lung Nourishing Syrup,  represented approximately 27.1%, 14.5% and 25.7%, respectively, of total sales for the three months ended December 31, 2010. 

Three of our products, namely Tongbi Capsules, Tongbi Tablets and Lung Nourishing Syrup represented approximately 27.4%, 14.8% and 26.6%, respectively, of total sales for the six months ended December 31, 2010.

(d) Economic and Political Risks

Our operations are conducted solely in the PRC. There are significant risks associated with doing business in the PRC, which include, among others, political, economic, legal and foreign currency exchange risks. Our results may be adversely affected by changes in political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

(e) Concentrations of Credit Risk

Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash and trade accounts receivable. Substantially all of our cash is deposited in state-owned banks within the PRC, and no deposits are covered by insurance. We have not experienced any losses in such accounts and believe that our loss exposure is insignificant due to the fact that banks in the PRC are state owned and are generally high credit quality financial institutions. A significant portion of our sales are credit sales which are made primarily to customers whose ability to pay are dependent upon the industry economics prevailing in these areas. We continually monitor the credit worthiness of our customers in an effort to reduce credit risk.

At December 31, 2011 and June 30, 2011, our cash balances by geographic area were as follows:

	December 31,				June 30,
	2011				2011
Country:
United States	$	41,807	0.2	%	$	198,521	1	%
China		20,392,153	99.8	%		13,145,905	99	%
Total cash and cash equivalents	$	20,433,960	100	%	$	13,344,426	100	%

(f) Certificate of land use right

Our corporate headquarters is located at No. 9 Daxin Road, Zhifu District, Yantai, Shandong Province in China. Under the current PRC laws, land is owned by the state, and parcels of land in rural areas which are known as collective land are owned by the rural collective economic organization. “Land use rights” are granted to an individual or entity after payment of a land use right fee is made to the applicable state or rural collective economic organization. Land use rights allow the holder of the right to use the land for a specified long-term period. We have a land use right, expiring in 2047, for a total of approximately 30,637 square meters of land, on which we maintain our manufacturing facility. We currently have not obtained a land use right certificate for a piece of land located in Xingfu Twelve Village of Zhifu District with the area of 11,222 square meters, on which we maintain our corporate headquarters. In the process of the planning of Yantai City, the usage of the aforesaid land use right has been changed from “industrial use” to “commercial use” and therefore, the approval process for the land use right certificates on five relevant parcels of land including the land occupied by us is suspended until the completion of the planning. We cannot provide any assurance that we will eventually obtain the land use right certificate for this land. If we are asked by the local government to relocate our facility, we believe that estimated relocation and other costs at approximately will be reimbursed by the local government. The Company does not believe that a requirement to relocate operations would have a material adverse effect on the business.

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(g) Purchase obligation

We had a commitment to purchase certain raw materials $2,986,618 as of December 31, 2011 that was fulfilled upon the delivery of the goods in January 2012.

(h) Business insurance

Business insurance is not readily available in the PRC. To the extent that we suffer a loss of a type which would normally be covered by insurance in the United States, such as product liability and general liability insurance, we would incur significant expenses in both defending any action and in paying any claims that could result from a settlement or judgment.

13. NET INCOME (LOSS) PER SHARE

Basic earnings per share is computed on the basis of the weighted average number of shares of Common Stock outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of shares of Common Stock plus the effect of potentially dilutive common shares outstanding during the period using the if-converted method for the convertible debt and equity securities and the treasury stock method for stock options and common stock purchase warrants. The following table sets forth the computation of basic and diluted net income per common share:

	Three months ended			Three months ended		Six months ended		Six months ended
	December 31, 2011			December 31, 2010		December 31, 2011		December 31, 2010
Net income (loss) available to common stockholders-basic	$	(1,295,502	)	$	6,540,895	$	1,360,282	$	9,553,370
Effective interest on convertible notes and amortization of debt issue costs		-			291,749		-		548,466
Net income  available for common shareholders – diluted	$	(1,295,502	)	$	6,832,644	$	1,360,282	$	10,101,836

	Three months ended			Three months ended		Six months ended		Six months ended
	December 31, 2011			December 31, 2010		December 31, 2011		December 31, 2010
Weighted average number of common shares outstanding - basic		17,861,085			16,925,928		17,861,085		16,716,691
Options - incremental shares based on  assumed proceeds & repurchases		-			517		-		296
Restricted stock		-			14,130		-		7,065
Common shares if converted from Convertible Debt		-			5,326,087		-		5,534,783
Weighted average number of common shares outstanding - diluted		17,861,085			22,266,662		17,861,085		22,258,835
Earnings (loss) per share:
Basic	$	(0.07	)	$	0.39	$	0.08	$	0.57
Diluted	$	(0.07	)	$	0.31	$	0.08	$	0.45

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Warrants to purchase 6,600,000 shares of Common Stock and stock options to purchase 32,000 shares of Common Stock were outstanding during the three and six months ended December 31, 2011 but were excluded from the computation of diluted earnings per share where applicate as these exercise prices of these securities exceeded the average stock price for the three and six months ended December 31, 2011. On addition, 5,225,000 shares of stock representing shares issuable upon the conversion of convertible notes were excluded from the loss per share calculation for the three and six months ended December 31, 2011 because their effect would be anti-dilutive, after adjusting the net loss to exclude contractual interest expense, accretion of note discount and the amortization of debt issue cost in the aggregate amount of $9,487,840.

14. SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

For the three and six months ended December 31, 2011 and 2010, selling, general and administrative expenses consisted of the following:

	Three months ended		Three months ended		Six months ended		Six months ended
	December 31, 2011		December 31, 2010		December 31, 2011		December 31, 2010
Travel and accommodation	$	3,918,580	$	2,466,783	$	7,740,568	$	4,017,741
Advertising and promotion		3,268,442		3,671,269		6,858,780		6,498,981
Audit fees and expenses		13,075		70,213		66,250		89,051
Commission		1,715,705		1,404,465		2,764,016		1,472,970
Conferences		5,716,412		1,446,069		10,137,526		2,891,927
Depreciation and amortization		617,463		10,048		1,247,061		20,006
Staff costs		543,218		558,061		1,094,933		1,139,573
Research and development cost		-		187,464		-		371,821
Other operating expenses		2,933,096		1,290,888		5,051,346		3,217,949
Total selling, general and administrative expenses	$	18,725,992	$	11,105,260	$	34,960,481	$	19,720,019

15.  INCOME TAXES

The Company is incorporated under the laws of State of Nevada in the United States of America and has legal subsidiaries in the British Virgin Islands (“BVI”) and the PRC. The Company does not have any employees or assets nor or is it engaged in any income producing activities in the Unites States and in the BVI. The Company is currently filing Federal income tax returns in the United States and applicable franchise tax returns in the state of Nevada.  The Company’s net operating losses that may be available to offset future taxable income in the United States, if any, amount to approximately $9,000,000 and expire through 2031. The Company has fully reserved for these and all other deferred tax assets generated in our US operations since it currently more likely than not that such assets will not be realized in future periods. 

The Company’s only income producing activities are in the PRC. The statutory corporation income tax rate in the PRC is 25%, which is approximately equal to the effective income tax rate that the Company expects to use when recording income tax expense for financial reporting purposes for the year ending June 30, 2012. Accordingly, the Company is recording a tax provision at interim reporting dates for taxable income earned in the PRC using the effective rate expected to be in effect for the year ending June 30, 2012.

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Item 2.  Management’s Discussion and Analysis of Financial Conditions of Operations.

The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in our unaudited condensed consolidated financial statements for the three and six months ended December 31, 2011 and 2010, and should be read in conjunction with such financial statements and related notes included in this report.  Those statements in the following discussion that are not historical in nature should be considered to be forward looking statements that are inherently uncertain. Actual results and the timing of the events may differ materially from those contained in these forward looking statements due to a number of factors, including those discussed in the “Cautionary Note on Forward Looking Statements” set forth elsewhere in this Report.

Overview

We are engaged in the production, manufacturing and distribution in China of herbal pharmaceuticals based on traditional Chinese medicine, which we refer to herein as Traditional Chinese Medicine, or TCM.  We are based in the city of Yantai, Shandong Province, China and our operations are exclusively in China.

Our medicines address rheumatoid arthritis, viral infections, gynecological diseases, cardio vascular issues and respiratory diseases. Our initial operating subsidiary Bohai obtained Drug Approval Numbers (or DANs) for 29 varieties of traditional Chinese herbal medicines in 2004, an additional 14 varieties in December 2010.  Through our acquisition of Yantai Tianzheng in August 2011, we obtained DANs for another 5 varieties in August 2011. We currently produce 19 varieties of approved traditional Chinese herbal medicines in seven delivery systems: tablets, granules, capsules, formulations, concentrated powder, tincture and medicinal wine. Of these 19 products, 12 are prescription drugs and 7 are over the counter (or OTC) products.

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Three of Bohai’s lead products, Tongbi Capsules and Tablets and Lung Nourishing Syrup, are eligible for reimbursement under China’s National Medical Insurance Program (or NRDL), which we believe significantly increases the marketability of these products. In addition to these lead products, three of our current products and five of our formulas we acquired in 2010 are eligible for NRDL reimbursement.  In addition, one of our current products and four of our newly acquired formulas are currently included on the Chinese government's Essential Drug List (or EDL). Inclusion on either the EDL or NRDL allows for up to 100% insurance coverage by the Chinese government. Yantai Tianzheng owns five prescription products approved by the State Food and Drug Administration of China (which we refer to herein as the SFDA) and currently manufactures four of such products.  Among Yantai Tianzheng’s products, Fangfengtongsheng Granule has an exclusive status and is on the EDL and NDRL, and Zhengxintai Capsule is in the process of renewal for its protective status and is currently under the NDRL.

Prior to January 5, 2010, we were a public “shell” company operating under the name “Link Resources, Inc.”  On January 5, 2010, we consummated a share exchange transaction (the “Share Exchange”) pursuant to which we acquired Chance High, the indirect parent company of Bohai, our principal operating subsidiary, which is a Chinese variable interest entity that we (through a Chinese wholly-owned foreign enterprise subsidiary) control through certain contractual arrangements.  On August 8, 2011, WFOE II, a PRC company and a newly formed subsidiary of Chance High, entered into a Share Purchase Agreement pursuant to which we acquired, from the three individual holders thereof, one hundred percent (100%) of the outstanding shares of Yantai Tianzheng, which became our second operating subsidiary effective as of July 1, 2011. Our current organizational structure is summarized below:

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Use of Non-GAAP Financial Measures

We make reference to Non-GAAP financial measures in portions of this “Management’s Discussion of Financial Condition and Results of Operations”. Management believes that investors may find it useful to review our financial results that exclude certain non-cash income and expense, namely the aggregate change in the fair value of our warrants, amortization of the beneficial conversion features in our convertible notes and the effective interest charges on our convertible notes, stock-based compensation, and deferred income tax expenses as shown in the chart below in the aggregate net amount of $7,139,524 and ($2,082,024) income/(expenses) for the three months ended December 31, 2011 and 2010, respectively, and $9,379,148 and ($1,882,047 ) for the six months ended December 31, 2011 and 2010, respectively.

Management believes that these Non-GAAP financial measures are useful to investors in that they provide supplemental information to intended to enhance on investors understanding of the underlying business trends and operating performance of our company.  We use these Non-GAAP financial measures to evaluate operating performance.  However, Non-GAAP financial measures should not be considered as either a substitute or alternative measurement of net income or any other performance measures derived in accordance with GAAP.

The following is a summary of reconciliations of such Non-GAAP financial measures to the most directly comparable GAAP financial measures for the three and six months ended December 31, 2011 and 2010:

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	Three Months Ended									Six Months Ended
	December 31,									December 31,
							Increase									Increase
	2011			2010			(Decrease)			2011			2010			(Decrease)
Net Income (loss)available to Common shareholders -GAAP	$	(1,295,502	)	$	6,540,895		$	(7,836,397	)	$	1,360,282		$	9,553,370		$	(8,193,088	)
Add Back (Subtract):
Change in fair value of warrants		191,747			(2,949,039	)		(3,140,786	)		(140,738	)		(2,918,485	)		2,777,747
Amortization ofbeneficial conversion features on convertible notes converted		6,687,314			785,671			5,901,643			8,597,701			933,094			8,082,607
Change in Option and Equity Based Compensation		22,000			81,344			(59,344	)		44,000			103,344			(59,344	)
Deferred income tax expense - indefinite intangible assets		238,463			0			238,463			460,185			0			460,185
Adjusted Net Income available to Common shareholders -non-GAAP	$	5,844,022		$	4,458,871		$	1,385,151		$	10,739,430		$	7,671,323		$	3,068,107
Net income margins -non-GAAP		16.78	%		20.39	%		(3.61	)%		16.58	%		19.85	%		(3.26	)%
Basic earnings (loss) per share – GAAP	$	(0.07	)	$	0.39		$	(0.46	)	$	0.08		$	0.57		$	(0.49	)
Add back (Subtract):
Change in fair value of warrants		0.01			(0.17	)		0.18			(0.01	)		(0.17	)		0.16
Amortitizedbeneficial conversion features on convertible notes converted		0.37			0.05			0.32			0.50			0.06			0.44
Change in Option and Equity Based Compensation		0.00			0.00			0.00			0.00			0.00			0.00
Deferred tax expenses - indefinite intangible assets		0.01						0.01			0.03			0.00			0.03
Adjusted basic earning per share non-GAAP	$	0.33		$	0.27		$	0.06		$	0.60		$	0.46		$	0.14
Diluted earnings (loss) per share-GAAP	$	(0.07	)	$	0.31		$	(0.38	)	$	0.08		$	0.45		$	(0.37	)
Add back (Subtract):
Change in fair value of warrants		0.01			(0.13	)		0.14			(0.01	)		(0.13	)		0.12	*
Unamortized beneficial conversion features on convertible notes converted		0.29			0.04			0.25			0.39			0.04			0.35
Change in Option and Equity Based Compensation		0.00			0.00			0.00			0.00			0.01			(0.01	)
Deferred tax expenses - indefinite intangible assets		0.01						0.01			0.02			0.00			0.02	*
Adjusted diluted earning per share non-GAAP	$	0.25		$	0.22		$	0.02		$	0.48		$	0.37		$	0.11
Weighted average number of shares
Basic		17,861,085			16,925,928						17,861,085			16,716,691
Diluted		23,086,085			22,266,662						23,086,085			22,258,835

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Principal Factors Affecting Our Financial Performance

We believe that the following factors will continue to affect our financial performance:

Sales of Key Products

Our top selling products as a percentage of total net revenue consist of the following:

	For the three months ended						For the six months ended
	December 31,						December 31,
	2011			2010			2011			2010
Lung Nourishing Syrup		16.8	%		25.7	%		17.2	%		26.6	%
Tongbi Capsules		23.2	%		27.1	%		22.8	%		27.4	%
TongbiTablets		9.3	%		14.5	%		9.3	%		14.8	%
Zhengxintai Capsule		10.1	%		-	%		10	%		-	%
Fangfengtongsheng Granule		17.5	%		-	%		17.1	%		-	%
Other Products		23.1	%		32.7	%		23.6	%		31.2	%
Total Sales		100	%		100	%		100	%		100	%

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We expect that a significant portion of our future revenue will continue to be derived from sales of our top five products.

We held the Certificates of Protected Variety of Traditional Chinese Medicine (Grade Two) issued by the SFDA for Tongbi Capsules and Anti-flu Granules which gave the Company exclusive or near-exclusive rights to manufacture and distribute these two medicines. Tongbi Capsules’ certificates expired in September 2009. We filed an application for extending the protection period on March 12, 2009 and received certification extension until September 13, 2016. Lung Nourishing Syrup received a patent with duration of 20 years from the State Intellectual Property Office of the PRC and the patent will expire on September 12, 2027.

Experienced Management

Management’s marketing strategies and business relationships gives us the ability to expand our product market areas, which provides us with leverage to acquire less sophisticated operators, increase production volumes, and implement quality standards. Our future prospects depend substantially on the continued services of our senior management team, especially our President, Chief Executive Officer and Chairman of the Board, Mr. Qu.

Price Control of Drugs by PRC Government and SDRC

The State Development and Reform Commission of the PRC (“SDRC”) and the price administration bureaus of the relevant provinces of the PRC in which the pharmaceutical products are manufactured are responsible for the retail price control over our pharmaceutical products.  The SDRC sets the price ceilings for certain pharmaceutical products in the PRC. All of our products except those under the protection periods are subject to such price controls and could affect our future revenue growth. However, due to the direct support of TCM by the Chinese government, China’s immense market, and our protected drugs, we are optimistic regarding our continuous growth potential for TCM in China.

Financial Highlights

· Net revenues for the three months ended December 31, 2011 increased 59.3% to $34.8 million compared to the same period in 2010. Net revenues for the six months ended December 31, 2011 increased 67.5% to $64.8 million compared to the same period in 2010.

o 69% of net revenues was from Bohai and 31% was from Yantai Tianzheng this second fiscal quarter compared to the same quarter last fiscal year. 70% of net revenues was from Bohai and 30% was from Yantai Tianzheng this first two fiscal quarters compared to the same quarter last fiscal year.

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o Sales were mostly derived from our lead products, Lung Nourishing Syrup, Tongbi Capsules, Tongbi Tablets, Fangfengtongsheng Granule, and Zhengxintai Capsules, which together represented over 76.8% and 76.5% of our total net revenues for the three and six months ended December 31, 2011, respectively.

o 73% of net revenue was derived from sales of prescription products and 27% was from Over-the-Counter products for the three months ended December 31, 2011. 72% of net revenue was derived from sales of prescription products and 28% was from Over-the-Counter products for the six months ended December 31, 2011.

· Non-GAAP net income for the three months ended December 31, 2011 increased 31.1% to $5.8 million compared to the same period in 2010. The difference was mainly due to net income from Tianzheng acquisition offset by net increase in effective interest charges on convertible notes of $6.5 million this second quarter ended December 31, 2011 compared to the same quarter in last year. (See above Use of Non-GAAP Financial Measures). Non-GAAP net income for the six months ended December 31, 2011 increased 40.0% to $10.7 million compared to the same period in 2010. GAAP net income for the three months ended December 31, 2011 decreased 119.8% to $(1.3) million compared to the same period in 2010. GAAP Net income for the six months ended December 31, 2011 decreased 85.8% to $1.4 million compared to the same period in 2010. The difference was mainly due to net income from Tianzheng acquisition offset by net increase in effective interest charges on convertible notes of $8.6 million this first two quarters ended December 31, 2011 compared to the same quarter in last year. (See above Use of Non-GAAP Financial Measures).

o Income from operations increased 26.7% to $8.1 million this second quarter compared to the same quarter in the last fiscal year. Income from operations increased 30.7% to $14.9 million this first two quarter compared to the same quarter in the last fiscal year.

o Net income margin decreased from 29.9% for the three months ended December 31, 2010 to (3.7)% for the six months ended December 31, 2011. Net income margin decreased from 24.7% for the six months ended December 31, 2010 to 2.1% for the six months ended December 31, 2011. The decrease was mainly due to the net increase in certain non-cash activities such as effective interest charges from convertible notes and deferred income tax expenses as well as increase in selling related expenses.

o Included in the net income this fiscal quarter were non-cash charges in effective interest of $6.5 million, a non-cash charge in deferred income tax expenses of $0.3 million, and a non-cash credit of $0.2 million in changes in fair value of warrants. Included in the net income the first two fiscal quarters ended December 31, 2011 were non-cash charges in effective interest of $8.6 million, a non-cash charge in deferred income tax expenses of $0.5 million, and a non-cash credit of $(0.1) million in changes in fair value of warrants.

· Basic and diluted earnings per share were $0.08 for the six months ended December 31, 2011.

o Non-GAAP Diluted earnings per share increased 25.7% to $0.47 for the six months ended December 31, 2011 compared to the same period in 2010.

o Non-GAAP Basic earnings per share increased 30.7% to $0.60 for the six months ended December 31, 2011 compared to the same period in 2010.

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· Including restricted cash, our total cash balance was $20.8 million as of December 31, 2011 and cash flow from operating activities was $11.7 million for the six months ended December 31, 2011.

o Total cash and cash equivalents increased by $7.1 million for the six months ended December 31, 2011 compared to June 30, 2011.

o Major cash payment activities for the six months ended December 31, 2011 included $1.5 million for the repayment of short term bank loans to Yantai Laishan Rural Credit Union and Binhai Rural Credit Union.

Operating Results

Net Revenues

Net revenues are comprised of sales of 19 traditional Chinese medicines in China during the three months ended December 31, 2011 (we currently sell 19 medicines following our acquisition of Yantai Tianzheng on August 8, 2011).  Net revenues for the three months ended December 31, 2011 increased by $12,965,272, or 59.3%, to $34,836,886 as compared to $21,871,614 for the three months ended December 31, 2010.  Net revenues were $24,055,719 and $10,781,167 for Bohai and Yantai Tianzheng, respectively, for the three months ended December 31, 2011. The increase in Bohai’s revenue was primarily due to a net increase in revenues of 13.3% from our four lead products in Bohai: Lung Nourishing Syrup, Tongbi Capsules, Tongbi Tablets, and Shantongning Tablets, which together accounted for over 82.0% of our total net revenues for Bohai.  All of our lead products are listed for coverage and reimbursement under national medical insurance program starting in December 2009.  The sale of our prescription drug products for the three months ended December 31, 2011 represented 73% of total net revenue compared to 61 % for the same period in last year.  The increase in prescription sales was primary due to increases in sales volume from our two prescription drugs, Tongbi Capsules and Tongbi Tablets as well as prescription product sales from Yantai Tianzheng.

Cost of Revenues

Cost of revenues is comprised of raw material costs, labor cost, overhead costs associated with the manufacturing processes and related expenses which are directly attributable to our revenues.  Our cost of revenues for the three months ended December 31, 2011 was $7,982,397as compared to $4,348,311 for the three months ended December 31, 2010, representing an increase of $3,634,086, or 83.6%. Cost of revenues were $5,031,124 and $2,951,273 for Bohai and Yantai Tianzheng, respectively, for the three months ended December 31, 2011.  The increase in cost of revenues for the three months ended December 31, 2011, compared to the same periods in last year, was mainly attributable to cost of revenues of $2.9 million of Tianzheng which was acquired on July 1, 2011 and due to an increase in total cost of raw material, labor, and overhead as a result of an increase in overall sales from Bohai.

Gross Profit

Gross profit represents the difference between net revenues and cost of revenues.  We achieved gross profit of $26,854,489 for the three months ended December 31, 2011, compared to $17,523,303 for the same period in 2010, representing an increase of $9,331,186, or 53.3%, over the same periods in 2010. The increase of the gross profit is due to gross profit from Tianzheng, which was acquired on July 1, 2011, as well as due to increased revenues from Bohai.

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Our overall gross profit margins as a percentage of net revenues decreased by approximately 3.0% from 80.12% to 77.09% this fiscal quarter to date compared to the same period in 2010. The decrease of the gross profit margin is because acquired Tianzheng has a lower gross profit margin than Tianzheng. For the three months ended December 31, 2011, the gross profit margin from Tianzheng and Bohai are 73.1% and 79.5%, respectively. The decrease of the gross profit margin is also because lowered margin from Bohai. The decreased margin from Bohai is due to increased unit cost mainly caused by increased raw material cost.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses increased by $7,620,732 to $18,725,992, for the three months ended December 31, 2011 compared to $11,105,260 for the same fiscal periods in 2010. The overall increase in selling, general, and administrative expenses was related to services supporting an overall increase in sales activities and new product promotions as well as increased activities arising from our acquisition of Yantai Tianzheng. Selling, general and administrative expenses amounted to $6,110,121 from Yantai Tianzheng for the three months ended December 31, 2011. The percentage of selling, general, and administrative expenses to net revenues was 53.8% and 50.8% for the three months ended December 31, 2011 and 2010, respectively, representing an increase of 3.0% as a percentage of net revenues.

Total Other Income (Expenses)

Total other income (expenses) are comprised of interest income (expenses), changes in fair value of derivative instruments, other income (expenses), and amortization of deferred financing fees.  Total other expenses were $7,127,707 for the three months ended December 31, 2011 compared to total other income of $1,566,855 for the period ended December 31, 2010, an increase of total other expenses of $8,694,562. The increase in total other expenses were principally due to a net increase of $5,901,643 for non-cash effective interest charges and unamortized beneficial conversion features on convertible notes converted offset by a net increase in non-cash gain in fair value of warrants for $3,140,786 for convertible notes in connection with our private placement on January 5, 2010. The effective interest expense for convertible note is calculated using a constant effective interest rate, applied to the carrying value of the notes each month. As the carrying value increases, so does the interest expense. On December 31, 2011, the Company entered into an amendment to the Notes with Euro Pacific as representative of the Investors (the “Amendment”) which: (i) extended the maturity date of the Notes from January 5, 2012 to April 5, 2012 (such extra three month period, the “Extended Period”); and (ii) increased the interest rate on the Notes to an annual rate of 12% (or 3% for the Extended Period).  Number of outstanding convertible notes was 5,225,000 as of December 31, 2011 (See Note 11).

Provision for Income Tax

Our provisions for income taxes for the three months ended December 31, 2011 and 2010 were $2,296,292 and $1,444,003, an increase of $852,289, or 59.0%, from this fiscal quarter to date over the same period last year. The increase in provision for income tax was principally due to an increase in taxable income under the PRC law from Bohai as well as income tax provision from Yantai Tianzheng.

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Net Income

We had a net loss of $1,295,502 for the three months ended December 31, 2011, as compared to net income of $6,540,895 for the three months ended December 31, 2010, a decrease in net income of $7,836,397, or 119.8%. This translates into basic earnings (loss) per common share of $(0.07) and $0.39, and diluted earnings (loss) per common share of $(0.07) and $0.31, for the three months ended December 31, 2011 and 2010, respectively. The decrease in net income was primarily attributable to an increase in total gross profit of $9,331,186 offset by an increase in selling, general and administrative expenses of $7,620,732, an increase in total other expenses of $8,694,562 resulting from mostly effective interest charges, and an increase in the tax provision of $852,289 this fiscal quarter compared to the same period in prior year.

Net loss margin was 3.7% for the three months ended December 31, 2011 compared to net income margin 29.9% for the same period last year, a decrease of 33.6%. The decrease in net income margin for the three months ended December 31, 2011 over the same period in the previous fiscal year was principally due to a net increase in certain non-cash related activities such as effective interest charges and unamortized beneficial conversion features on convertible notes converted for a total of $5,901,643 as well as a non-cash net difference in deferred tax expense of $238,463. If we excluded such net gains, the net income margin would be 18.0% this fiscal quarter.

We had Non-GAAP net income of $5,844,022 for the three months ended December 31, 2011, as compared to Non-GAAP net income of $4,458,871 for the three months ended December 31, 2010, an increase in Non-GAAP net income of $1,385,151, or 31.1%. This translates into basic Non-GAAP net income per common share of $0.33 and $0.27, and Non-GAAP diluted net income per common share of $0.24 and $0.22, for the three months ended December 31, 2011 and 2010, respectively (See Use of Non-GAAP Financial Measures above).

Total other income included a non-cash charge in effective interest expenses of $6,687,314 for the three months ended December 31, 2011 compared to $785,671 for the same period in 2010.

Total other income for the three months ended December 31, 2011 also comprised of a non-cash credit for fair value of warrants of $191,747.

Net Revenues

Net revenues are comprised of sales of 19 traditional Chinese medicines in China during the six months ended December 31, 2011 (we currently sell 19 medicines following our acquisition of Yantai Tianzheng on August 8, 2011).  Net revenues for the six months ended December 31, 2011 increased by $26,109,928, or 67.6%, to $64,764,742 as compared to $38,654,814 for the six months ended December 31, 2010.  Net revenues were $45,217,907 and $19,546,835 for Bohai and Yantai Tianzheng, respectively, for the six months ended December 31, 2011. The increase in Bohai’s revenue was primarily due to a net increase in revenues of 14.9% from our four lead products in Bohai: Lung Nourishing Syrup, Tongbi Capsules, Tongbi Tablets, and Shantongning Tablets, which together accounted for over 80.2% of our total net revenues for Bohai.  All of our lead products are listed for coverage and reimbursement under national medical insurance program starting in December 2009. The sale of our prescription drug products for the six months ended December 31, 2011 represented 72.5% of total net revenue compared to 61.0% for the same period in last year.   The increase in prescription sales was primary due to increases in sales volume from our two prescription drugs, Tongbi Capsules and Tongbi Tablets as well as prescription product sales from Yantai Tianzheng. Yantai Tianzheng was acquired on July 1, 2011.

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Cost of Revenues

Cost of revenues is comprised of raw material costs, labor cost, overhead costs associated with the manufacturing processes and related expenses which are directly attributable to our revenues.  Our cost of revenues for the six months ended December 31, 2011 was $14,926,117as compared to $7,549,129 for the six months ended December 31, 2010, representing an increase of $7,376,988, or 97.7%. Cost of revenues were $9,688,876 and $5,237,240 for Bohai and Yantai Tianzheng, respectively, for the six months ended December 31, 2011.  The increase in overall cost of revenue was also due to cost of revenues of approximately $5.2 million from Yantai Tianzheng which was acquired on July 1, 2011. The increase in cost of revenues was also attributable to an increase in total cost of raw material, labor, and overhead as a result of an increase in overall sales from Bohai for the six months ended December 31, 2011 and attributable to increased unit cost mainly caused by increase raw material cost compared to the same period in last year.

Gross Profit

Gross profit represents the difference between net revenues and cost of revenues.  We achieved gross profit of $49,838,625 for the six months ended December 31, 2011, compared to $31,105,685 for the same period in 2010, representing an increase of $18,732,940, or 60.2%, over the same periods in 2010. The increase of the gross profit is due to gross profit from Tianzheng, which was acquired on July 1, 2011, as well as due to increased revenues from bohai.

Our overall gross profit margins as a percentage of net revenues decreased by approximately 3.5% from 80.5% to 77.0% the six months ended December 31, 2011 compared to the same period in 2010. For the six months ended December 31, 2011, the gross profit margin from Tianzheng and Bohai are 73.2% and 78.6%, respectively. The decrease of the gross profit margin is also because lowered margin from Bohai. The decreased margin from Bohai is due to increased unit cost mainly caused by increased raw material cost.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses increased by $15,240,462 to $34,960,481, for the six months ended December 31, 2011 compared to $19,720,019 for the same fiscal period in 2010. The overall increase in selling, general, and administrative expenses was related to services supporting an overall increase in sales activities and new product promotions as well as increased activities arising from our acquisition of Yantai Tianzheng.  Selling, general and administrative expenses amounted to $11,504,831 from Yantai Tianzheng for the six months ended December 31, 2011. The percentage of selling, general, and administrative expenses to net revenues was 54.0% and 51.0% for the six months ended December 31, 2011 and 2010, respectively, representing an increase of 3.0% as a percentage of net revenues.

Total Other Income (Expenses)

Total other income (expenses) are comprised of interest income (expenses), changes in fair value of derivative instruments, other income (expenses), and amortization of deferred financing fees.  Total other expenses were $9,403,211 for the six months ended December 31, 2011 compared to total other income of $(793,390) for the period ended December 31, 2010, an increase of total other expenses of $10,196,601. The increase in total other expenses were principally due to a net increase of $8,082,607 for non-cash effective interest charges and unamortized beneficial conversion features on convertible notes converted offset by a net increase in non-cash gain in fair value of warrants for $2,777,747 for convertible notes in connection with our private placement on January 5, 2010. The effective interest expense for convertible note is calculated using a constant effective interest rate, applied to the carrying value of the notes each month. As the carrying value increases, so does the interest expense. On December 31, 2011, the Company entered into an amendment to the Notes with Euro Pacific as representative of the Investors (the “Amendment”) which: (i) extended the maturity date of the Notes from January 5, 2012 to April 5, 2012 (such extra three month period, the “Extended Period”); and (ii) increased the interest rate on the Notes to an annual rate of 12% (or 3% for the Extended Period). Number of outstanding convertible notes was 5,225,000 as of December 31, 2011 (See Note 11).

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Provision for Income Tax

Our provisions for income taxes for the six months ended December 31, 2011 and 2010 were $4,114,651 and $2,625,686, an increase of $1,488,965, or 56.7%, from this fiscal quarter to date over the same period last year. The increase in provision for income tax was principally due to an increase in taxable income under the PRC law from Bohai as well as income tax provision from Yantai Tianzheng (see Note 15 to the accompanying unaudited financial statements).

Net Income

We had a net income of $1,360,282 for the six months ended December 31, 2011, as compared to net income of $9,553,370 for the six months ended December 31, 2010, a decrease in net income of $8,193,088, or 85.8%. This translates into basic net income per common share of $0.08 and $0.57 and diluted net income per common share of $0.08 and $0.45, for the six months ended December 31, 2011 and 2010, respectively. The decrease in net income was primarily attributable to an increase in total gross profit of $18,732,940 offset by an increase in selling, general and administrative expenses of $15,240,462, an increase in total other expenses of $10,196,601 resulting from mostly effective interest charges, and an increase in the tax provision of $1,488,965 this fiscal quarter compared to the same period in prior year.

Net income margin was 2.1% for the six months ended December 31, 2011 compared to 24.7% for the same period last year, a decrease of 22.6%. The decrease in net income margin for the six months ended December 31, 2011 over the same period in the previous fiscal year was principally due to a net increase in certain non-cash related activities such as effective interest charges and unamortized beneficial conversion features on convertible notes converted for a total of $8,082,607 as well as a non-cash net difference in deferred tax expense of $460,185. If we excluded such net gains, the net income margin would be 15.3% this fiscal quarter.

We had Non-GAAP net income of $10,739,430 for the six months ended December 31, 2011, as compared to Non-GAAP net income of $7,671,323 for the six months ended December 31, 2010, an increase in Non-GAAP net income of $3,068,107, or 40.0%. This translates into basic Non-GAAP net income per common share of $0.60 and $0.46, and Non-GAAP diluted net income per common share of $0.48 and $0.37, for the six months ended December 31, 2011 and 2010, respectively (See Use of Non-GAAP Financial Measures above).

Total other income included a non-cash charge in effective interest expenses of $9,015,701 for the six months ended December 31, 2011 compared to $933,094 for the same period in 2010.

Total other income for the six months ended December 31, 2011 also comprised of a non-cash credit for fair value of warrants of $140,738.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate adequate amounts of cash to meet its needs for cash. As of December 31, 2011, we had cash and cash equivalents of $20,433,960 and restricted cash of $393,404, substantially almost all of which is located in financial institutions in China. The following table provides detailed information about our net cash flow for financial statement periods presented in this report: 

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Summary of Cash Flow Statements

	For the six months ended
	December 31
	2011			2010
Net cash provided by operating activities	$	11,690,444		$	6,142,276
Net cash used in investing activities		(9,604,548	)		(7,762,917	)
Net cash provided by financing activities		4,791,004			(3,516,681	)
Effect of foreign currency translation on cash and cash equivalents		212,634			410,659
Net increase (decrease) in cash and cash equivalent	$	7,089,534		$	(4,726,664	)

On January 5, 2010, pursuant to a Securities Purchase Agreement with 128 accredited investors, we sold 6,000,000 units for aggregate gross proceeds of $12,000,000, each unit consisting of an 8% senior convertible promissory note in the principal amount of $2.0, or the Notes, and one common stock purchase warrant, or the Warrants. The Notes bear interest at 8% per annum, payable quarterly in arrears on the last day of each of our fiscal quarter s. No principal payments are required until maturity of the Notes on January 5, 2012. Each Note, plus all accrued but unpaid interest thereon, is convertible, in whole but not in part, at any time at the option of the holder, into shares of the Company’s common stock, par value $0.001 per share, at a conversion price of $2.00 per share, subject to adjustment as set forth in the Note. If the convertible note holders did not convert their notes by their maturity date (January 5, 2012), we will need to redeem those convertible notes at $2.0 per each note. Number of outstanding convertible notes was 5,225,000 as of December 31, 2011.  (See Note 11 to the accompanying unaudited financial statements).

Effective as of June 30, 2010, we entered into an Amendment and Agreement (the “A&A”) with the representative of the investors pursuant to which we agreed to make certain amendments to the Notes and the Warrants.  Pursuant to the A&A, the anti-dilution protection provisions in the Notes and the Warrants were eliminated and a provision specifically precluding net cash settlement by the Company of the Notes and the Warrants was added.  In return, and subject to certain non-financing exceptions, we agreed not to issue any new equity securities at a price per share below $2.20 until the earlier of (i) January 5, 2013 or (ii) the date on which, collectively with any prior conversions or exercises of Notes and Warrants, 75% of the principal face value of the Notes in the aggregate has been converted into shares of Common Stock and Warrants representing, in the aggregate, 75% of the aggregate shares of Common Stock underlying the Warrants have been exercised. On March 30, 2011, we entered into a Termination Agreement pursuant to which we and the representative of the investors agreed to terminate the A&A because, after further study, we concluded that the original purpose of the A&A (to mitigate the impact of certain non-cash embedded derivative liabilities associated with the Notes, Warrants and certain placement agent warrants) would not be achieved. Therefore, we determined and agreed with the representative of the investors to terminate the A&A and to thereby restore the Notes, Warrants and such placement agent warrants to their original terms.

On December 31, 2011, the Company entered into an amendment to the Notes with Euro Pacific as representative of the Investors (the “Amendment”) which: (i) extended the maturity date of the Notes from January 5, 2012 to April 5, 2012 (such extra three month period, the “Extended Period”); and (ii) increased the interest rate on the Notes to an annual rate of 12% (or 3% for the Extended Period). 

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See “Comparison of Six Months Ended December 31, 2011 and 2010 – Cash Position” and “Obligations under Material Contracts” below for further discussion of our liquidity needs.

Comparison of Six Months Ended December 31, 2011 and 2010

Net Cash Provided by Operating Activities

Net cash provided by operating activities totaled $11,690,444 for the six months ended December 31, 2011 as compared to net cash provided by operating activities of $6,142,276 for the six months ended December 31, 2010. The increase in net cash provided by operating activities, for the six months ended December 31, 2011 compared to the same period 2010, was primarily due to decreased net income of $8.2 million, an increase $8.5 million in the effective interest on convertible notes, increased $2.8 million in change in fair value of warrants, increased depreciation and amortization of $1.3 million, increased inventory of $1.0 million, and increased accounts receivable and prepayments of $1.5 million. We expect our cash flow from operating activities to maintain a positive flow due to our acquisition of Yantai Tianzheng and our continuous cash flow management.

Net Cash Used In Investing Activities

Net cash used in investing activities was $9,604,548 for the six months ended December 31, 2011 and $7,762,917 for the six months ended December 31, 2010. The net increase in cash used in investing activities was due to a cash payment of approximately $9.7 million for our Yantai Tianzheng acquisition this first two quarter, a cash receipt of $1.4 million from Yantai Tianzheng’s acquisition offset by a cash payment of $7.76 million for land use right and intangible assets for the same period in 2010.

Net Cash Provided by Financing Activities

Net cash provided by financing activities totaled $4,791,004 for the six months ended December 31, 2011 as compared to net cash used in financing activities of $3,516,681 for the same period in 2010. The reason for the increase in cash provided by financing activities was due to a cash receipt of $6.3 million from an equity shareholder, Mr. Qu (our Chairman and CEO), offset by payments of $1.5 million for short-term bank loans.  Mr. Qu made a permanent equity capital contribution of $6,260,565 (RMB 40,000,000) into Bohai on August 3, 2011 to support its future capital needs.

Cash Position

As of December 31, 2011, we had cash of $20,433,960 as compared to $13,344,426 as of June 30, 2011, an increase of $7,089,534. This increase was due primarily to an increase in cash from operating activities of approximately $5.2 million, capital contribution from an equity holder of $6.3 million, and cash receipt of $1.4 million from our acquisition of Yantai Tianzheng offset by a cash payment of approximately $9.7 million for the Yantai Tianzheng acquisition, cash payments for the purchase of property, plant, and equipment of $0.59 million, and cash payments of $1.5 million for short term bank loans.

We believe that we can meet our liquidity and capital requirements for our ongoing operations from our currently available working capital and maintain our operations at our current levels. 

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However, during the current fiscal year and thereafter, we will be required to fund two significant obligations (as well as others described under “Obligations under Material Contracts” below):

(i) the completion of the acquisition of Yantai Tianzheng (currently $12.0 million is due within 12 months, and a total of $25.3 million is due.  The installment balances can be turned into bank loans with a two-years term at 6% annual interest rate); and

(ii) the repayment our convertible promissory notes due April 5, 2012 (currently $9.7 million due).

As such, we will be required to raise substantial additional capital to fund these obligations, either through the issuance of debt or equity securities, bank loans or other methods.  Readers are cautioned that additional funding, capital or loans may be unavailable to us on favorable terms, if at all.  If adequate funds are not available, we would likely have to renegotiate the terms of these obligations, which we may be unable to do on favorable terms.  We may thus be required to agree to unfavorable terms which could have a material adverse effect on us, our financial condition and our results of operations in 2011 and beyond.  Moreover, to the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities would result in ownership and potentially economic dilution to existing shareholders.

In addition, if we are faced with worldwide financial and credit crises as occurred in 2008 and 2009 and very recently in 2011, it may make the future cost of raising funds through the debt or equity markets more expensive or make financial markets unavailable to us at times when we require additional financings.

Critical Accounting Policies and Estimates

As discussed in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended June 30, 2011, we consider our use of estimates, accounts receivable, revenue recognition, inventories, property plant and equipment, and income taxes to be the most critical accounting policies in understanding the judgments that are involved in preparing our condensed consolidated financial statements. There have been no significant changes to these estimates in the six months ended December 31, 2011.

Recent Accounting Pronouncements Adopted

See Note 3 to the condensed consolidated unaudited financial statements included in Item 1, Financial Information, of this Quarterly Report on Form 10-Q.

Recent Accounting Pronouncements Not Yet Adopted

See Note 3 to the condensed consolidated unaudited financial statements included in Item 1, Financial Information, of this Quarterly Report on Form 10-Q.

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Obligations under Material Contracts

The following table summarizes our contractual obligations as of December 31, 2011, and the effect these obligations are expected to have on our liquidity and cash flows in future periods.

	Payments Due by Period
			Less than		1-3		4-5		5
	Total		1 year		Years		years		Years+
Contractual Obligations:
Bank loans - China Citic Bank (RMB 10,000,000)	$	1,572,698	$	1,572,698	$	-	$	-	$	-
Convertible notes		9,729,803		9,729,803		-		-		-
						-		-		-
Yantai Tianzheng acquisition		25,300,000		12,000,000		13,300,000		-		-
						-		-		-
Total Contractual Obligations:	$	36,602,501	$	23,302,501	$	13,300,000	$	-	$	-

Other than discussed above, there are no other foreseeable material commitments or contingencies as of December 31, 2011.

Off-Balance Sheet Arrangements

We did not engage in any “off-balance sheet arrangements” (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) during the six months ended December 31, 2011. We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our condensed consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk, or credit support to us or engages in leasing, hedging, or research and development services with us.

Currency Exchange Risk

Our reporting currency is the U.S. dollar and our operations in China use their local currency as their functional currencies. Substantially all of our revenue and expenses are in the Chinese currency, the Renminbi. We are subject to the effects of exchange rate fluctuations with respect to any of these currencies.  For example, the value of the Renminbi depends to a large extent on Chinese government policies and China’s domestic and international economic and political developments, as well as supply and demand in the local market.  Since 1994, the official exchange rate for the conversion of the Renminbi to the U.S. dollar had generally been stable and the Renminbi had appreciated slightly against the U.S. dollar.  In July 2005, the Chinese government changed its policy of pegging the value of the Renminbi to the U.S. dollar.  Under this policy, which was halted in 2008 due to the worldwide financial crisis, the Renminbi was permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies.  In June 2010, the Chinese government announced its intention to again allow the Renminbi to fluctuate within the 2005 parameters.  It is possible that the Chinese government could adopt an even more flexible currency policy, which could result in more significant fluctuation of Renminbi against the U.S. dollar, or it could adopt a more restrictive policy. We can offer no assurance that the Renminbi will be stable against the U.S. dollar or any other foreign currency. 

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Our consolidated financial statements are translated into U.S. dollars at the average exchange rates in each applicable period.  To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currencies denominated transactions results in reduced revenue, operating expenses and net income for our international operations.  Similarly, to the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions results in increased revenue, operating expenses and net income for our international operations.  We are also exposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign consolidated subsidiaries into U.S. dollars in consolidation.  If there is a change in foreign currency exchange rates, the conversion of the foreign consolidated subsidiaries’ financial statements into U.S. dollars will lead to a translation gain or loss which is recorded as a component of other comprehensive income.  In addition, we have certain assets and liabilities that are denominated in currencies other than the relevant entity’s functional currency.  Changes in the functional currency value of these assets and liabilities create fluctuations that will lead to a transaction gain or loss.  We have not entered into agreements or purchased instruments to hedge our exchange rate risks, although we may do so in the future.  The availability and effectiveness of any hedging transaction may be limited and we may not be able to hedge our exchange rate risks. Most of our transactions are settled in Renminbi and U.S. dollars. We are not exposed to significant foreign currency risk.  

Credit Risk

Our potential credit risk is mainly attributable to its debtors and bank balances.  In respect of debtors, we have policies in place to ensure that it will only accept customers from countries which are politically stable and customers with an appropriate credit history.  In addition, all the bank balances were made with financial institutions with high-credit quality.  Thus, we are not considered to be subject to significant credit risk.

Interest Rate Risk

Our interest rate risk is primarily attributable to its short-term borrowings, loan to a third party and loan to equity holders.  Our borrowings carry interest at fixed rate.  Our management has not used any interest rate swaps to hedge its exposure to interest rate risk.

Inflation

In recent years, the Chinese economy has experienced periods of rapid expansion and high rates of inflation. During the past ten years, the rate of inflation in China has been as high as 20.7% and as low as -2.2%. These factors have led to the adoption by Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. While inflation has been more moderate since 1995, high inflation may in the future cause Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for our products.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of December 31, 2011, the quarterly period covered by this report, our President and Chief Executive Officer and our Chief Financial Officer (the “Certifying Officers”), conducted evaluations of the Company’s disclosure controls and procedures. As defined under Sections 13a–15(e) and 15d–15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports 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 an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officers, to allow timely decisions regarding required disclosures.

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Based on this evaluation, the Certifying Officers have concluded that our disclosure controls and procedures were, due to certain significant deficiencies, not effective to ensure that material information is recorded, processed, summarized and reported by our management on a timely basis in order to comply with our disclosure obligations under the Exchange Act and the rules and regulations promulgated thereunder.

A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness(within the meaning of PCAOB Auditing Standard No. 5) yet important enough to merit attention by those responsible for oversight of a company’s financial reporting.

The significant deficiencies identified by the Certifying Officers continue to be as described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2011, which was filed with the SEC on September 28, 2011. As a result, the Certifying Officers and our board of directors are continuing to evaluate on our internal control over financial reporting and our disclosure controls and procedures in an attempt to address such significant deficiencies.

Changes in Internal Control over Financial Reporting

Subject to the foregoing disclosure, there were no changes in our internal control over financial reporting during the three months ended December 31, 2011 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Readers are cautioned that our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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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. 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 business. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results.

Item 1A. Risk Factors.

The Company is hereby updating the following risk factor from its Annual Report on Form 10-K for the fiscal year ended June 30, 2011:

We have significant payment obligations associated with the Yantai Tianzheng acquisition and the Notes, and our cash flow may not be sufficient to meet such obligations when due.

As of December 31, 2011, we have outstanding balances of $12,000,000 due within 12 months in connection with the Yantai Tianzheng acquisition and $10.45 million due April 5, 2012 in connection with the Notes. We currently believe that our available cash and funds we expect to generate from operations will enable us to operate our business and satisfy short term obligations through at least October 1, 2012. However, there is a significant risk that we will be unable to meet our payment requirements under the Yantai Tianzheng acquisition and the Notes given that we may not generate sufficient cash flow from operations or otherwise have access to outside financing on favorable terms, or at all. If we are unable to meet our material financial obligations, our business, financial condition or operating results might be materially affected.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.     Defaults Upon Senior Securities

None.

Item 4.     Mine Safety Disclosures

Not applicable.

Item 5.     Other Information

None.

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Item 6.     Exhibits

(a)  Exhibits

Exhibit Number	Description of Exhibit
31.1*	Certification of Principal Executive and Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
32.1*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and principal financial officer).

* Filed herewith

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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.

	Bohai Pharmaceuticals Group, Inc.
February 14, 2012	By:	/s/ Hongwei Qu
		Hongwei Qu
		Chief Executive Officer
		(Principal Executive Officer and Principal Financial Officer)

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