Cybrdi Inc. - Form 10-Q - Filed by newsfilecorp.com

0001062993-12-004773.txt : 20121114 0001062993-12-004773.hdr.sgml : 20121114 20121114143509 ACCESSION NUMBER: 0001062993-12-004773 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20120930 FILED AS OF DATE: 20121114 DATE AS OF CHANGE: 20121114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cybrdi, Inc. CENTRAL INDEX KEY: 0000019002 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 952461404 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09081 FILM NUMBER: 121203423 BUSINESS ADDRESS: STREET 1: 401 ROSEMONT AVENUE STREET 2: - CITY: FREDERICK STATE: MD ZIP: 21701 BUSINESS PHONE: 301-644-3901 MAIL ADDRESS: STREET 1: 401 ROSEMONT AVENUE STREET 2: - CITY: FREDERICK STATE: MD ZIP: 21701 FORMER COMPANY: FORMER CONFORMED NAME: CERTRON CORP DATE OF NAME CHANGE: 19920703 10-Q 1 form10q.htm FORM 10-Q Cybrdi Inc. - Form 10-Q - Filed by newsfilecorp.com

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 September 30, 2012

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

Commission File No: 09081

CYBRDI, INC.
(Exact name of registrant as specified in its charter)

CALIFORNIA
(State or other jurisdiction of incorporation or organization)

95-2461404
(I.R.S. Employer ID No)

No 29 Chang'An South Road Xi'an Shaanxi P.R. China 71006 1
(Address of principal executive office) (Zip Code)

Registrant's telephone number: (011) 86-29-8237-3068

N/A
Former name, former address and former fiscal year, (if changed since last report)

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]

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

Large accelerated filer	Accelerated filer	Non-accelerated filer	Smaller reporting company
[ ]	[ ]	[ ]	[X]
		(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]

The number of shares of common stock, no par value per share, outstanding as of November 14, 2012 was 120,225,323.

FORM 10-Q
QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012
INDEX

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	4
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4T:	Controls and Procedures	14
	PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	15
Item 1A:	Risk Factors	15
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3:	Defaults Upon Senior Securities	16
Item 4:	Mine Safety Disclosures	16
Item 5:	Other Information	16
Item 6:	Exhibits	17

PART I. FINANCIAL INFORMATION

Item 1 Financial Statements

CYBRDI, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

		September 30, 2012			December 31, 2011
ASSETS		(Unaudited)			(Audited)

CURRENT ASSETS
Cash and equivalents	$	488,243		$	781,048
Accounts receivable, net		12,390			-
Inventories		952,395			1,053,038
Due from related companies		85,922			79,442
Other receivables, net and prepaid expenses		71,492			75,089
Advance to suppliers		3,440			832
TOTAL CURRENT ASSETS		1,613,882			1,989,449
PROPERTY, PLANT AND EQUIPMENT, NET		1,222,610			1,310,529
CONSTRUCTION IN PROGRESS		6,854,861			6,829,329
INTANGIBLE ASSETS, NET		693,446			782,215

TOTAL ASSETS	$	10,384,799		$	10,911,522

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term loan	$	1,670,698		$	1,668,282
Accounts payable		3,316			4,942
Accrued expenses		737,360			693,436
Deferred revenue		116,957			139,284
Customers deposits		90,117			188,186
Due to related parties		1,839,454			1,850,181
Deferred tax liabilities		10,307			10,293
Other payables		461,176			366,020
TOTAL CURRENT LIABILITIES		4,929,385			4,920,624
CONSTRUCTION PAYABLE		849,267			894,750
TOTAL LIABILITIES		5,778,652			5,815,374

EQUITY
Preferred Stock, $1.00 per value, 500,000 shares authorized, no shares issued and outstanding		-			-
Common Stock, no par value, 150,000,000 shares authorized, and 120,225,323 and 120,225,323 shares issued and outstanding, respectively		4,313,614			4,313,614
Additional paid-in capital		172,308			172,308
Reserve funds		336,885			336,885
Accumulated deficit		(2,854,278	)		(2,447,643	)
Accumulated other comprehensive income		1,546,243			1,540,329
TOTAL STOCKHOLDERS’ EQUITY		3,514,772			3,915,493
NONCONTROLLING INTEREST		1,091,375			1,180,655
TOTAL EQUITY		4,606,147			5,096,148

TOTAL LIABILITIES AND EQUITY	$	10,384,799		$	10,911,522

See notes to consolidated financial statements.

F-1

CYBRDI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

		Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
		September 30, 2012			September 30, 2011			September 30, 2012			September 30, 2011
Revenue
Housing	$	-		$	(6,519	)	$	141,953		$	(6,519	)
Commercial rental		-			-			-			-
Tissue array products		129,032			153,228			341,596			390,458
Total revenue		129,032			146,709			483,549			383,939
Cost of Sales
Housing		-			58,625			123,091			58,625
Commercial rental		16,140			16,195			49,235			47,947
Tissue array products		77,895			104,848			222,329			294,172
Total cost of sales		94,035			179,668			394,655			400,744

Gross Profit		34,997			(32,959	)		88,894			(16,805	)

Operating Expenses:
Salaries and wages		51,279			45,581			153,839			127,157
Depreciation and amortization		37,264			37,516			112,272			110,509
Professional fees		28,529			14,268			66,264			71,376
Operating tax expenses		3,374			110			30,588			235
(Reversal) Estimated Loss from contingent liabilities		(37,910	)		36,942			(37,910	)		36,942
Selling and distribution expenses		1,370			6,211			4,123			16,422
Other general and administrative expenses		43,931			53,550			98,785			105,187
Bad debt expense		-			23,526			-			92,356
Total Operating Expenses		127,837			217,704			427,961			560,184

Loss from Operations		(92,840	)		(250,663	)		(339,067	)		(576,989	)

Other Income
Net interest (expense) income		(39,284	)		1,328			(131,406	)		3,978
Other (expense) income, net		(2,567	)		(6,370	)		(25,128	)		(9,389	)
Total Other Income, Net		(41,851	)		(5,042	)		(156,534	)		(5,411	)

Loss before Income Taxes		(134,691	)		(255,705	)		(495,601	)		(582,400	)
Income Tax Benefit (Expense)		(152	)		-			(314	)		-
Net loss		(134,843	)		(255,705	)		(495,915	)		(582,400	)
Net loss attributable to the noncontrolling interest		(20,955	)		(61,720	)		(89,280	)		(114,889	)
Net loss attributable to CYBRDI, INC. AND SUBSIDIARIES	$	(113,888	)	$	(193,985	)	$	(406,635	)	$	(467,511	)

Net Loss Per Common Share
Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)

Weighted Average Number of Shares Outstanding
Basic and Diluted		120,225,323			91,780,528			120,225,323			74,431,221

See notes to consolidated financial statements.

F-2

CYBRDI INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

		Nine Months Ended			Nine Months Ended
		September 30, 2012			September 30, 2011

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(406,635	)	$	(467,511	)
Adjustments to Reconcile Net Loss to Net Cash
Provided by Operating Activities:
Depreciation and amortization		186,564			204,650
Bad debt expense		-			92,356
(Reversal) Estimated Loss from contingent liabilities		(37,910	)		36,942
Minority interest		(89,280	)		(114,889	)
Changes in Operating Assets and Liabilities:
Accounts receivable		(12,299	)		(5,064	)
Inventories		101,427			56,637
Other receivable and prepaid expenses		242			(11,917	)
Accounts payable and other current liabilities		142,364			418,117
Deferred revenue		10,360			86,087
Customer deposits		(97,628	)		29,344
Net Cash (Used in) Provided by Operating Activities		(202,795	)		324,752

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from repayments of loan to affiliated companies		-			135,828
Advance for loan to affiliated companies		(3,159	)		-
Purchase of property, plant, and equipment		(8,151	)		(87,955	)
Payments for construction in progress		(61,970	)		(520,285	)
Net Cash Used in Investing Activities		(73,280	)		(472,412	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans from related companies		69,502			116,984
Proceeds from shareholders/officers		168,060			163,593
Repayments of loan from shareholders/officers		(252,734	)		-
Net Cash (Used in) Provided by Financing Activities		(15,172	)		280,577

NET INCREASE(DECREASE) IN CASH & CASH EQUIVALENTS		(291,247	)		132,917
EFFECT OF EXCHANGE RATE CHANGE ON CASH & CASH EQUIVALENTS		(1,558	)		22,975
CASH & CASH EQUIVALENTS, BEGINNING BALANCE		781,048			585,020

CASH & CASH EQUIVALENTS, ENDING BALANCE	$	488,243			740,912

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	106,207			146,921
Income taxes paid	$	853			-

See notes to consolidated financial statements.

F-3

CYBRDI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE A - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Interim Financial Statements

The unaudited consolidated financial statements of Cybrdi Inc. and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the requirements for reporting on Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. However, the information included in these interim financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The consolidated balance sheet information as of December 31, 2011 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. These interim financial statements should be read in conjunction with that report. Certain comparative amounts have been reclassified to conform to the current period's presentation.

The consolidated financial statements include the accounts of Cybrdi, Inc. and its wholly-owned subsidiaries and joint ventures. All material intercompany balances and transactions have been eliminated.

2. Description of Business

Cybrdi, Inc. (f/k/a Certron Corporation) (the “Company” or “Cybrdi”) was incorporated on August 1, 1966, under the laws of the State of California. Until around June 2004, the Company’s business consisted of the distribution of magnetic media products, primarily blank audio and video cassettes. Due to continuing intense price competition and technological changes in the marketplace for its products, the Company lost its remaining significant customers and disposed of or wrote off its remaining inventory. As a result of these occurrences, the Company concluded that its audio and videotape businesses were no longer viable and some of its product lines were obsolete.

On February 10, 2005, the Company, through a wholly-owned subsidiary, acquired all the ownership interest in Cybrdi, Inc., a privately held company incorporated in the State of Maryland ("Cybrdi Maryland"). As a result of the ownership interests of the former shareholders of Cybrdi Maryland, for financial statement reporting purposes, the transaction was treated as a reverse acquisition, with Cybrdi Maryland deemed the accounting acquirer and Certron Corporation deemed the accounting acquiree. Historical information of the surviving company is that of Cybrdi Maryland.

Cybrdi Maryland was established in 2001 to acquire an interest in biogenetic products commercialization and related services entities in Asia. On March 5, 2003, Cybrdi Maryland acquired an 80% interest in Shaanxi Chao Ying Biotechnology Co., Ltd. (“Chaoying Biotech”), a sino-foreign equity joint venture established in July 2000 in the People's Republic of China (“PRC”), through the exchange of 99% of the Company’s shares to the existing shareholders of Chaoying Biotech. For financial statement reporting purposes, the merger was treated as a reverse acquisition, with Chaoying Biotech deemed the accounting acquirer and Cybrdi Maryland deemed the accounting acquiree.

F-4

Chaoying Biotech is a sino-foreign equity joint venture between Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. (the “Chinese Partner”, a PRC corporation) and Immuno-Onco Genomics Inc. (the “Foreign Partner”, a USA corporation). The joint venture agreement has a 15 year operating period starting from its formation in July 2000 and it may be extended upon mutual consent. The principal activities of Chaoying Biotech are research, manufacture and sale of various high-quality tissue arrays and the related services in the PRC.

Most of the Company’s activities are conducted through Chaoying Biotech. Chaoying Biotech, with its principal operations located in China, aims to take advantage of China's abundant scientific talent, low wage rates, less stringent biogenetic regulation, and the huge genetic population as it introduces its growing list of tissue micro array products.

On February 10, 2005, the Company completed the merger with Cybrdi Maryland and changed its name to Cybrdi, Inc.

On July 26 , 2007, Chaoying Biotech entered into an acquisition agreement with its Chinese partner, which is a principal shareholder of the company, Mr. Bai, the Company’s chief executive officer and a director is also a principal of its Chinese partner.

On July 28,2007, Chaoying Biotech invested RMB15 millions (equivalent to US$1,983,078) to acquire an 83.33% equity ownership of Shandong Chaoying Culture and Entertainment Co., Ltd. (“SD Chaoying”) from its Chinese partner. SD Chaoying is a corporation organized in Shandong Province P.R.China. On September 5, 2007, Shandong Commercial government had approved this acquisition and the ownership title of SD Chaoying had been transferred to Chaoying Biotech from its Chinese partner. The future business of SD Chaoying will primarily focus on culture and entertainment, including spa activities, cosmetic and personal care, body building, gambling, catering, and lodging, etc. SD Chaoying will have a specific emphasis on casino gambling, which has been approved by Shandong Administration for Civil Affairs. As of December 31, 2009, SD Chaoying had substantially completed the construction of two residential buildings and had recognized revenue from sales of housing for 2009. The main structure of the commercial entertainment center has also been completed, except for the exterior, rooftop, the surrounding supporting projects and the community landscaping, which are expected to be completed in 2013 prior to the commencement of operations by merchant tenants if we can obtain an estimated $2.8 million to complete construction.

On March 10, 2007 the Company entered into a Sales Agency Agreement with BioMax, Ltd., a reseller located in the United States.

On April 29, 2011, Chaoying Biotech invested $154,732 (equivalent to RMB 1 million) to restore the operation of the Institute of Shaanxi Chaoying Clinical Pathology (“IOSCCP”), a wholly-owned subsidiary established on July 31, 2003, whose main business includes pathology research and consulting, consulting and diagnostic clinical pathology and pathology-related research and development of new technologies, and basic training in pathology. Its sole shareholder has been Chaoying Biotech. However, Chaoying Biotech withdrew the original investment from IOSCCP in September 2007 as we believed that both internal and external conditions of IOSCCP were not mature at that time. In light of foreseeable benefits and new business opportunities for this entity, we resumed its business and re-invested $154,732 (equivalent to RMB 1 million) in it in April 2011.

F-5

3. Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses and has not demonstrated the ability to generate sufficient cash flows from operations to satisfy its liabilities and sustain operations. The Company had an accumulated deficit of $2,854,278 and $2,447,643 as of September 30, 2012 and December 31, 2011, including net losses of $495,915 and $582,400 for the nine months ended September 30, 2012 and 2011, respectively. In addition, current liabilities exceeded current assets by $3,315, 503 and $2,931,175 as of September 30, 2012 and December 31, 2011, respectively. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

The Company finances its operations primarily through short-term bank borrowings and advances from related parties and/or officers/shareholders. In order to complete the construction of SD Chaoying cultural and entertainment center, approximately $3.0 million (equivalent to RMB 19 million) of capital is expected to be needed. The Company, taking into account the available banking facilities, internal financial resource, and supports from related companies, believes it has sufficient working capital to meet its present obligation for at least the next twelve months. Management is taking actions to address the company's financial condition and deteriorating liquidity position. The following sets forth management’s plans for dealing with the adverse effects of the conditions:

(a) Sale of housing inventories: Proceeds to be received from the sale of the remaining housing of the two completed residential buildings are expected to amount to approximately $0.5 million.

(b) Rental and management fee revenue from the cultural and entertainment center: Annual rental revenue is estimated to be approximately $0.68 million per year. Management fee revenue will be charged to commercial tenants at 3% of annual gross revenue. As of September 30, 2012, the Company has not commenced collecting rental and management fee revenue for the culture and entertainment center.

(c) Additional advances from related companies and affiliates: Mr. Bai, our Chief Executive Officer, advanced $83,081 to the Company in the current period to finance operations and the costs to maintain the Company’s public status in the U.S. In addition, Shaanxi Chaoying Beauty & Cosmetics Group, which is also an affiliate, is anticipated to provide up to approximately $790,000 (equivalent to RMB 5 million) of capital to support operations. Shaanxi Chaoying Beauty & Cosmetics Group advanced $12,640 for the nine-month period ended September 30, 2012 to the Company to finance its operations.

The Company may require additional funds and may seek to raise such funds though public and private financings or from other sources. There is no assurance that management’s plans will be realized or the additional financing will be available at all or that, if available, such financing will be obtainable on terms favorable to the Company or that any additional financing will not be dilutive. The consolidated financial statements do not include any adjustments that might result from the outcome of those uncertainties.

F-6

4. Use of Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

5. Revenue Recognition

Revenue represents the invoiced value of goods sold recognized upon the delivery of goods to customers and service income is recognized when services are provided. Deferred revenue represents the undelivered portion of invoiced value of goods sold to customers. Sales transactions not meeting all the conditions of the full accrual method are accounted for using the deposit method of accounting. Under the deposit method, all costs are capitalized as incurred, and payments received from the buyer are recorded as customer deposits.

6. Reverse Merger

On February 10, 2005, (the "Closing Date") the Company closed on an Agreement and Plan of Merger (the "Agreement") among Certron Corporation (“Certron”), a California corporation, Certron Acquisition Corp., a Maryland corporation and a wholly-owned subsidiary of Certron ("Acquisition Sub"), and Cybrdi, Inc., a Maryland corporation (“Cybrdi – Maryland”) relating to the acquisition by Certron of all of the issued and outstanding capital stock of Cybrdi -Maryland in exchange for shares of common stock of Certron that will aggregate approximately 93.8% of the issued and outstanding common stock of Certron. Pursuant to the terms of the Agreement, at the Closing Date (a) Acquisition Sub has been merged with and into Cybrdi - Maryland, with Cybrdi - Maryland being the surviving corporation, (b) the common stock of Cybrdi-Maryland has been cancelled and converted into the right to receive shares of the common stock of Certron at an exchange ratio of 1.566641609 per share. This resulted in the issuance of 47,328,263 shares of the Certron’s common stock, and (c) each share of the common stock of Acquisition Sub has been converted in to and become one share of the common stock of Cybrdi-Maryland. The share exchange has been accounted for as a reverse merger under the purchase method of accounting. Accordingly, Cybrdi, Inc. will be treated as the continuing entity for accounting purposes and the historical financial statements presented will be those of Cybrdi, Inc.

In connection with the Agreement, on February 10, 2005, the Company amended its articles of incorporation to authorize the issuance of 150 million shares of common stock no par value and 500,000 shares of preferred stock, $1.00 par value per share, none of which are issued or outstanding.

Concurrent with the filing of the Articles of Merger, all of the Company then existing officers and directors tendered their resignation and Yanbiao Bai was appointed as its Chairman of the Board of Directors. Mr. Bai then nominated the balance of the Board of Directors.

F-7

7. Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to the differences between the basis of assets and liabilities for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to offset future income taxes.

8. Contingencies

Currently we are involved in disputes, litigation and other legal proceedings. We prosecute and defend these matters aggressively. However, there are many uncertainties associated with any litigation, and we cannot assure you that these actions or other third party claims against us will be resolved without costly litigation and/or substantial settlement charges. We record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the range of loss can be reasonably estimated. However, the actual liability in any such disputes or litigation may be materially different from our estimates, which could result in the need to record additional costs.

9. Recent Accounting Pronouncements

The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

NOTE B – ASSETS

The September 30, 2012 consolidated balance sheet included total current assets of $1,613,882 and non-current assets of $8,770,917. Of these amounts, $488,243 in cash and equivalents is planned for funding current operations and for future business expansion.

Other current assets also included accounts receivable, inventories, due from related companies, other receivables and prepaid expenses, and advance to suppliers. Inventories are mainly finished goods. Other components of inventories include raw materials, finished goods, and housing inventories. Inventories are stated at the lower of cost or market. Cost of raw materials is determined on the basis of first in first out method (“FIFO”). Finished goods are determined on the weighted average basis and are comprised of direct materials, direct labor, and an appropriate proportion of overhead.

F-8

The other primary assets included in current assets are loans to an unaffiliated company, QuanYe Security Co., Ltd (“QuanYe”), an unrelated People’s Republic of China (“PRC”) registered company located in Xian PRC. QuanYe is engaged in the pawnshop business and their primary business is offering alternative financing to small, local companies. According to the loan agreement, QuanYe had received loans from Chaoying Biotech for a total amount of RMB 29.3Million (equivalent to $4,652,640) since January 2006. A remaining balance of RMB 7.3 million (equivalent to $1,159,190) was extended to and expired on March 24, 2008. As of September 30, 2012 and December 31, 2011, the principal balance and interest receivable for this loan had been reduced to $0, net of allowance of $95,468 and $182,214 for doubtful principal balance and interest receivable, respectively. The interest rate for these loans initially was initially 8% per year, and subsequently reduced to 5% since October 9, 2006.

Included in non-current assets are property, plant and equipment, construction-in-progress and intangible assets. Property, plant and equipment mainly consist of building, office equipments, motor vehicles, leasehold improvement, software-website, and machinery used for product manufacturing located in the People’s Republic of China (“PRC”). Depreciation on property, plant and equipment is computed using the straight-line method over the estimated useful life of the assets. The majority of the assets have estimated useful lives of 10 years. Building and office equipment have estimated useful lives of 20 and 5 years, respectively. The “construction in progress” in the amount of $6,854,861 mainly consisted of land under development and construction of the entertainment, culture, and casino facility in Shandong Province, which will be transferred to fixed assets in SD Chaoying when construction is completed. As of September 30, 2012, construction-in-progress of $4.33 million and land use rights of $3.19 million of SD Chaoying were collateralized under a short-term loan from Changle Rural Credit Union. For the $3.19 million land use rights, $2.52million was classified under construction-in-progress for the commercial property and the remaining $0.67 million was classified under intangible assets subject to amortization. Intangible assets included a tissue chip patent at Chaoying Biotech and $0.67 million of land use rights being put in operation for the partial completed commercial property at SD Chaoying. Effective January 1, 2002, with the adoption of the accounting guidance for Goodwill and Other Intangible Assets, intangible assets with a definite life are amortized on a straight-line basis. The patent is being amortized over its estimated life of 10 years. The land use rights classified in intangible asset is being amortized over its estimated life of 36.9 years through the maturity of the land use rights for commercial use on November 6, 2047.

F-9

NOTE C - LIABILITIES

As of September 30, 2012, the balance sheet included total liabilities of $5,778,652, which consisted of current liabilities of $4,929,385 and construction payable of $849,267. Included in the current liabilities was a short-term loan of $1,511,584(equivalent to RMB 9.5 million) from Changle Rural Credit Union, which is a bank located in Shandong Province of the PRC. The original term of the loan was from August 25, 2009 to August 24, 2010 with an interest rate of 7.965% per annum. In August 2011, the Company renewed this short-term loan with the same amount of with Changle Rural Credit Union. The term of the renewal loan started from August 31, 2011 with a maturity date of August 20, 2012. The adjustable interest rate is a rate per annum equal to the Prime Rate plus 50% of prime rate. The prime rate is based on six-month-to-one-year loan interest rate released by The People's Bank of China. On September 4, 2012, the Company renewed this short-term loan with the same amount of $1,511,584 (equivalent to RMB 9.5 million) with Changle Rural Credit Union. The term of the renewal loan started from September 4, 2012 with a maturity date of September 2, 2013. The interest rate for the short-term loan was 12% per annum as of September 30, 2012. This short-term loan had been secured by the Company’s land use right and construction-in-progress of SD Chaoying with a book value of $3.19 million (equivalent to RMB 20.03 million) and $4.33 million (equivalent to RMB 27.21 million) as of September 30, 2012, respectively. For the $3.19 million land use rights, $2.52 million was classified under construction-in-progress for the commercial property and the remaining $0.67 million was classified under intangible assets subject to amortization. Additionally, there is another short-term loan of $159,114 (equivalent to RMB 1.0 million) from Mr. Fengguo Liu, an unrelated party. The short-term loan is due January 12, 2013 with an interest rate at 2% per month. Also included in the current liabilities was $1,839,454 of loans from related companies, including Xi’an Yanfeng Biotechnology Co., Ltd., Shaanxi Yanfeng Real Estate Co. Ltd, Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd., and the stockholders who are also the Company’s officers. These entities were related to the Company through common ownership and principal officers. These loans are non-interest bearing and have no set repayment terms.

NOTE D – STOCKHOLDERS’ EQUITY

As a result of the reverse merger (see Note A item 6), the common stock of Cybrdi-Maryland has been cancelled and converted into shares of common stock of Certron at an exchange ratio of 1.566641609 per share. This resulted in the issuance of 47,328,263 shares of Certron’s common stock to the Cybrdi shareholders. As of September 30, 2012 and December 31, 2011, the Company had 120,225,323 and 120,225,323 shares issued and outstanding, respectively.

As of September 30, 2012, the balance sheet included total equity of $4,606,147, of which $1,091,375 was for non-controlling interest, representing 20% minority interest in Chaoying Biotech and 16.67% minority interest in SD Chaoying.

On January 15, 2010, the Board of Directors adopted resolutions that authorized incentive compensation to key management of the Company for services it has provided to the Company. As set forth in the Board of Directors’ resolution dated January 15, 2010, the incentive compensation shall be paid by the issuance of 12,000,000 shares of common stock of the Company to Mr. Yanbiao Bai, Chief Executive Officer and President of the Company, and 3,300,000 shares of common stock of the Company to Ms. Xue Bu, the former Chief Financial and Operating Officer of the Company. Compensation cost of $306,000 was recorded during the first quarter of 2010 at $0.02 per share, the market price of the Company’s common stock on January 15, 2010, the grant date.

F-10

On June 30, 2011, the Company entered into a written Debt Conversion Agreement with Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. (a related party), Shaanxi NuoQi Healthfood Co., Ltd. (a related party), and Mr. Yanbiao Bai, Chairman and CEO of the Company. In the Agreement, the Company agreed to repay a total of $605,723 (RMB 3,920,000) debt due to Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. by issuing the Company’s common stock. Simultaneously upon the execution of the repayment, Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. agreed to transfer to Mr. Yanbiao Bai the number of shares to be issued through the debt repayment. The number of shares transferred to Mr. Yanbiao Bai was further offset by a number of shares equivalent to $169,973 (RMB 1,100,000) due by Shaanxi NuoQi Health Food Co., Ltd., a company wholly-controlled by Ms. Xue Bu, the spouse of Mr. Yanbiao Bai and former COO and Director of the Company, to offset its debt due to the Company. The Agreement was approved by the Company’s Board of Directors on June 30, 2011. As a result of the debt conversion and offset, the number of shares of common stock issued to Mr. Yanbiao Bai was 54,468,756 shares, which was determined based on the closing price of $0.008 per share on June 30, 2011. The share issuance for repayment of debt as agreed upon and approved was executed on August 17, 2011.

NOTE E – INCOME TAXES

Under the Enterprise Income Tax (“EIT”) of the PRC, prior to 2007, Chinese enterprises are generally subject to an income tax at an effective rate of 33% (30% statutory income taxes plus 3% local income taxes) on income reported in the statutory financial statements after appropriate tax adjustments, unless the enterprise is located in a specially designated region for which more favorable effective tax rates are applicable. Beginning on January 1, 2008, the new EIT law has replaced the existing laws for Domestic Enterprises (“DEs”) and Foreign Invested Enterprises (“FIEs”). The new standard EIT rate of 25% will replace the 33% rate previously applicable to both DES and FIEs. The two year tax exemption, six year 50% tax reduction and tax holiday for production-oriented FIEs will be eliminated. According to the Western Developing Plan implemented by the PRC Government, Chaoying Biotech is entitled to a 50% reduction in EIT of preferential policy, but not less than 15%. As a result, Chaoying Biotech’s effective EIT tax rate has been 15% since 2008.

The Company’s income tax expense includes U.S. and PRC income taxes. There were no U.S. current taxes for the nine months ended September 30, 2012 according to net loss incurred in the U.S. entity, which will not be anticipated to have any tax benefit in the future since no revenue is expected to be generated in the U.S as a result of discontinuing the U.S. operating company in Maryland in October 2007. There was $152 and $314 of PRC current income taxes accrued for the three-month and nine- month period ended September 30, 2012 in SD Chaoying, respectively.

NOTE F – CONTINGENCIES AND LITIGATION LIABILITIES

On June 7, 2011, Weifang Shili Hesin Engineering Equipment Co., Ltd. (the “Plaintiff”) filed a complaint against SD Chaoying at the Basic People's Court of Changle County in Shandong Province, China, for alleged damages caused by SD Chaoying for not performing appropriately and completely the obligations in accordance with the agreement signed by both parties on April 28, 2011. Pursuant to the agreement, SD Chaoying agreed to transfer: (1) the rights of development, construction, and land of the #1 and #2 residential buildings for RMB 7.6 million, or $1,207,518, and (2) the 12 unsold residential units in the #3 and #4 residential buildings at a price as agreed upon. As of September 30, 2012, the Plaintiff paid $95,468 (equivalent to RMB 600,000) deposit as agreed upon, and prepaid $186,182 (equivalent to RMB 1,170,114), both of which were recorded as Other Payables under current liabilities. Plaintiff was seeking for the discharge of the original agreement signed, the return of prepayment of $186,182 (equivalent to RMB 1,170,114), repayment of the deposit plus 100% penalty, totaling $190,936 (equivalent to RMB 1,200,000), and for attorneys’ fees and costs. The Company disputed Plaintiff’s claim for a land use right certificate of underlying construction base of the #1 and #2 residential buildings, which certificate was inseparable from other part of the land and was not specifically stated in the agreement. The Company also disputed Plaintiff’s entitlement to the amounts claimed and instructed the Company’s legal counsel to contest the action, while concurrently pursuing opportunities for reasonable settlement. The case went to trial on July 7, 2011. On November 15, 2011, the Basic People's Court of Changle County pronounced its judgment against Plaintiff and that SD Chaoying had no liability. The verdict was released by the court on March 23, 2012. An appeal was filed on April 6, 2012 by the Plaintiff. The hearing for the appeal was held on May 16, 2012 at the Intermediate Court in Weifang City, Shandong Province, China. On July 16, 2012, the Intermediate Court in Weifang City issued a decision and held that SD Chaoying should not be found liable. The decision is a final adjudication by the courts in China. Hence, the estimated contingent liabilities of approximately $36,942 (or RMB 240,000) recorded in other payable as of December 31, 2011 have been reversed in current quarter this year.

F-11

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation

The following discussion and analysis should be read in conjunction with the company’s Financial Statements and Notes thereto appearing elsewhere in this Report on Form 10-Q as well as the company’s other SEC filings, including our annual report on Form 10-K for the year ended December 31, 2011.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this quarterly report on Form 10-Q contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause its actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond its control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this quarterly report in its entirety, including but not limited to its financial statements and the notes thereto. Except for its ongoing obligations to disclose material information under the Federal securities laws, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. This report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "Cybrdi believes," "management believes" and similar language. The forward-looking statements are based on the current expectations of Cybrdi and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under "Description of Business" and "Management's Discussion and Analysis." The actual results may differ materially from results anticipated in these forward-looking statements. We base the forward-looking statements on information currently available to us, and we assume no obligation to update them.

PLAN OF OPERATIONS

The Company focuses on biogenetics commercialization and healthcare product applications. The Company’s primary business includes sales of tissue microarray products and provision of related services. Tissue chips, also called micro tissue arrays, provide high-throughput molecular profiling and parallel analysis of biological and molecular characteristics for hundreds of pathologically controlled tissue specimens. Tissue arrays can provide rapid and cost-effective localization and evaluation of proteins, RNA, or DNA molecules, which is particularly useful for functioning genomic studies. Cybrdi manufactures both human and animal tissue microarray for a wide variety of scientific uses, including drug discovery and development.

The Company’s business strategies and focus in the near future include:

Enhancing R&D in Tissue Microarrays (TMA)s and technical service;
Expanding its product portfolio and virtual tissue array data bank (vTMAB);
Launching the health diagnosis kit for obesity and skin disease;
Participating in the culture and entertainment field.

With its sophisticated research in genes, the Company can provide a professional health diagnostic service for its customers. The Company provides genetic tests for the mechanism of obesity and skin diseases. By its genetic analysis, the Company can diagnose the reasons for obesity and other skin diseases such as freckles, which offers more accurate and specialized diagnosis than other similar services in the market. Such information can be utilized to guide customers to set up a proper health or fitness program.

The Company will also explore other business development opportunities that can leverage its sales platform and relationship with affiliated companies. Once the Company identifies attractive marketing opportunities, the Company may loan its available cash on a short term unsecured basis to non-affiliated third parties in order to generate interest income.

Commencing in the third quarter of 2007, the Company developed a new gene detective tissue array, called New Kits, and began to offer them to its customers.

On July 28, 2007, the Company acquired an 83.33% equity ownership of SD Chaoying from its Chinese partner, which will be primarily engaged in developing and operating culture and entertainment business. The culture and entertainment business will consist primarily of a spa activities, cosmetic personal care, hotel and casino. The Chinese partner is a principal shareholder of the Company and Mr. Bai, the Company chief executive officer and a director is also a principal of the Chinese partner. SD Chaoying began constructing the facility in September 2007. The total useable land and net building area for the project consists of approximately 50,000 and 33,000 square meters, respectively of which 52% will constitute property for business use and 48% for residential use. The project includes four multi-family residential buildings (about 14,188 square meters). As of September 30, 2012, SD Chaoying had substantially completed the construction of two residential buildings and had recognized revenue from sales of housing units of these buildings. Approximately 20.88% of the cultural and entertainment part of the facility opened in January 2011 and the balance remains under construction, which is expected to be completed in 2013 prior to the commencement of operations by merchant tenants. SD Chaoying intends to focus on spa activities, cosmetic personal care, hotel and casino gambling, which has been approved by the Shandong Administration for Civil Affairs. In January 2011, SD Chaoying entered into a verbal agreement with Dongshan Victoria Spring Hotel (“Victoria”) allowing Victoria to manage and operate the SPA business at the completed section of the cultural and entertainment facility. SD Chaoying agreed to charge no fee from Victoria during the first year of operation as the trial period. SD Chaoiying and Weifang Shili Hesin Engineering Equipment Co., Ltd. executed an agreement on April 28, 2011, pursuant to which agreement, SD Chaoying agreed to transfer: (1) the rights of development, construction, and land use of the #1 and #2 residential buildings for RMB 7.6 million, or approximately $1,206,800, and (2) 12 unsold residential units in the #3 and #4 residential buildings at a price as agreed upon. As of September 30, 2012, the land use right and construction-in-progress with a total book value of $7.52 million (equivalent to RMB 47.5 million) of SD Chaoying were collateralized under the short-term loan of $1,511,584 (equivalent to RMB 9.5 million) from Changle Rural Credit Union.

RESULTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2011

		Three Months Ended			Three Months Ended
		September 30, 2012			September 30, 2011		$ Change		% Change
Revenue
Housing	$	-		$	(6,519	)	6,519		-100.0%
Commercial rental		-			-		-		0.0%
Tissue array products		129,032			153,228		(24,196	)	-15.8%
Total revenue		129,032			146,709		(17,677	)	-12.0%
Cost of Sales
Housing		-			58,625		(58,625	)	-100.0%
Commercial rental		16,140			16,195		(55	)	-0.3%
Tissue array products		77,895			104,848		(26,953	)	-25.7%
Total cost of sales		94,035			179,668		(85,633	)	-47.7%

Gross Profit		34,997			(32,959	)	67,956		-206.2%

Operating Expenses:
Salaries and wages		51,279			45,581		5,698		12.5%
Depreciation and amortization		37,264			37,516		(252	)	-0.7%
Professional fees		28,529			14,268		14,261		100.0%
Operating tax expenses		3,374			110		3,264		2967.3%
(Reversal) Estimated Loss from contingent liabilities		(37,910	)		36,942		(74,852	)	-202.6%
Selling and distribution expenses		1,370			6,211		(4,841	)	-77.9%
Other general and administrative expenses		43,931			53,550		(9,619	)	-18.0%
Bad debt expense		-			23,526		(23,526	)	-100.0%
Total Operating Expenses		127,837			217,704		(89,867	)	-41.3%

Loss from Operations		(92,840	)		(250,663	)	157,823		-63.0%

Other Income
Net interest (expense) income		(39,284	)		1,328		(40,612	)	-3058.1%
Other (expense) income, net		(2,567	)		(6,370	)	3,803		-59.7%
Total Other Income, Net		(41,851	)		(5,042	)	(36,809	)	730.0%

Loss before Income Taxes		(134,691	)		(255,705	)	121,014		-47.3%
Income Tax Benefit (Expense)		(152	)		-		(152	)	100.0%
Net loss		(134,843	)		(255,705	)	120,862		-47.3%
Net loss attributable to the noncontrolling interest		(20,955	)		(61,720	)	40,765		-66.0%
Net loss attributable to CYBRDI, INC. AND SUBSIDIARIES	$	(113,888	)	$	(193,985	)	80,097		-41.3%

Net Sales

Cybrdi now mainly generates two categories of revenues, including sales of tissue chip & kits products and residential housing. The net sales decreased $17,677 to $129,032 for the three months ended September 30, 2012 from $146,709 for the three months ended September 30, 2011, a decrease of 12%.

Tissue Chip & Kit Products: The net sales decreased $24,196 to $129,032 for the three months ended September 30, 2012 as compared to $153,228 for the three months ended September 30, 2011, a decrease of 15.8% . The decrease in net sales of tissue chip & kit product was primarily due to the decrease in the export sales revenues which accounted for approximately 84.1% of total tissue product sales revenues for the current period. Export sales revenues decreased $30,910 to $108,511 for the three months ended September 30, 2012 compared to $139,421 for the three months ended September 30, 2011, a decrease of 22.2% . The sales revenues generated from export sales now are subject to value added tax (VAT) according to PRC tax regulation, whereas the VAT imposed by PRC tax bureau was absorbed by the Company without charging to the customers before May 2012. The current selling price for export sales has been adjusted accordingly to maintain a reasonable range of gross margin since May 2012. Currently, our sole domestic sales representative in China is Xi’an AiLiNa Biotechnology Co., Ltd., and the only overseas sales representative is Biomax. We mainly distribute our products through these two sales representatives.

Housing: SD Chaoying completed the construction of the two six-story multi-family residential buildings with a total of 72 housing units in 2009, 9 and 37 of which units qualified as being recognized as sales revenue aggregating $296,521 and $1,010,632 for the years ended December 31, 2010 and 2009. An additional two residential units were sold in 2011. Another five residential units were qualified as being recognized as sales revenues during the first quarter of 2012. There was no sales from housing division in the quarter ended September 30, 2012. Since SD Chaoying is required to continue its involvement with the property after the sale, including installations of utility systems, improvements and amenities, and community landscaping, profit from the sale was recognized using the percentage of completion method as required by ASC Topic 360-20, “Property, Plant, and Equipment – Real Estate Sales”.

Gross Margin

Gross margin as a percentage of sales increased to 27.1% for the three months ended September 30, 2012 from (22.5%) for the three months ended September 30, 2011

Tissue Chip & Kit Products: The gross margin of Tissue Chip & Kit Products division increased to 39.6% for the third quarter of 2012 compared to 31.6% for the same period in 2011. The increase in gross margin for the three months ended September 30, 2012 was mainly because more technical services were rendered to customers in domestic market and the service incomes were charged to the selling price of products.

Housing: There is no gross profit of the Housing division for the three months ended September 30, 2012. The negative gross profit for the three months ended September 30, 2011 was mainly due to weak sales in the residential housing division. As profits from the sale was recognized using the percentage of completion method as required by ASC Topic 360-20, “Property, Plant, and Equipment – Real Estate Sales”, only 93.20% of revenues can be recognized based on the current percentage of completion as of September 30, 2011 and 2012.

In addition, the commencement of the business in the commercial property segment has not generated revenue but has incurred costs directly associated with the business.

Operating Expenses

The Company's operating expenses decreased by $89,867, or 41.3%, to $127,837 for the three months ended September 30, 2012 from $217,704 for the three months ended September 30, 2011. The decrease was primarily due to the decrease of bad debt expense and selling and distribution expenses and a gain on reversal of contingent liabilities accrued in the same period last year, partially offset by the increase in professional fees and salaries and wages for the three months ended September 30, 2012.

There was no bad debt expense assessed for the three months ended September 30, 2012, whereas the bad debt expense was $23,526 for the same period last year. The Company recorded an estimate of loss contingencies of $36,942 in the third quarter last year, which was estimated by the Company's legal counsel to be reasonable. The Company recorded the estimated liability and loss contingencies according to FASB ASC 450-20-25-2 under Topic 450, “Contingencies Loss Contingencies Recognition”. On July 16, 2012, the Intermediate Court in Weifang City pronounced its judgment against Plaintiff and that SD Chaoying had no liability. The litigation is a final adjudication. Hence, the estimated contingent liabilities recorded in last year have been reversed in current quarter this year.

The decrease of operating expense for the three-month period this year was partially offset by an increase of $14,261 in professional fees from $14,268 for the three months ended September 30, 2011 to $28,529 for the three months ended September 30, 2012 and an increase in salaries and wages of $5,698 to $51,279 for the three months ended September 30, 2012 from $45,581 for the same period last year.

Other Income (Expense)

Other income decreased by $36,809 to $(41,851) for the three months ended September 30, 2012 as compared to $(5,042) for the three months ended September 30, 2011, a decrease of 730%. The decrease was primarily due to the interest expense of $40,617 for the three months ended September 30, 2012 that was not subject to capitalization due to temporary suspension of the construction of the entertainment center, whereas interest expense was capitalized and recorded as construction-in-progress in the third quarter of 2011.

Income Taxes

The Company did not record U.S. current income tax for the three months ended September 30, 2012, and 2011, since there was no taxable income during these periods. There was $152 of PRC current income taxes accrued for the three months ended September 30, 2012 in SD Chaoying.

Net Loss

As a result of the above factors, our net loss before minority interests decreased $120,862, or 47.3%, from $255,705 for the three months ended September 30, 2011 to $134,843 for the three months ended September 30, 2012.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2011

		Nine Months Ended			Nine Months Ended
		September 30, 2012			September 30, 2011		$ Change		% Change
Revenue
Housing	$	141,953		$	(6,519	)	148,472		-2277.5%
Commercial rental		-			-		-		0.0%
Tissue array products		341,596			390,458		(48,862	)	-12.5%
Total revenue		483,549			383,939		99,610		25.9%
Cost of Sales
Housing		123,091			58,625		64,466		110.0%
Commercial rental		49,235			47,947		1,288		2.7%
Tissue array products		222,329			294,172		(71,843	)	-24.4%
Total cost of sales		394,655			400,744		(6,089	)	-1.5%

Gross Profit		88,894			(16,805	)	105,699		-629.0%

Operating Expenses:
Salaries and wages		153,839			127,157		26,682		21.0%
Depreciation and amortization		112,272			110,509		1,763		1.6%
Professional fees		66,264			71,376		(5,112	)	-7.2%
Operating tax expenses		30,588			235		30,353		12916.2%
(Reversal) Estimated Loss from contingent liabilities		(37,910	)		36,942		(74,852	)	-202.6%
Selling and distribution expenses		4,123			16,422		(12,299	)	-74.9%
Other general and administrative expenses		98,785			105,187		(6,402	)	-6.1%
Bad debt expense		-			92,356		(92,356	)	-100.0%
Total Operating Expenses		427,961			560,184		(132,223	)	-23.6%

Loss from Operations		(339,067	)		(576,989	)	237,922		-41.2%

Other Income
Net interest (expense) income		(131,406	)		3,978		(135,384	)	-3403.3%
Other (expense) income, net		(25,128	)		(9,389	)	(15,739	)	167.6%
Total Other Income, Net		(156,534	)		(5,411	)	(151,123	)	2792.9%

Loss before Income Taxes		(495,601	)		(582,400	)	86,799		-14.9%
Income Tax Benefit (Expense)		(314	)		-		(314	)	100.0%
Net loss		(495,915	)		(582,400	)	86,485		-14.8%
Net loss attributable to the noncontrolling interest		(89,280	)		(114,889	)	25,609		-22.3%
Net loss attributable to CYBRDI, INC. AND SUBSIDIARIES	$	(406,635	)	$	(467,511	)	60,876		-13.0%

Net Sales

Cybrdi now mainly generates two categories of revenues, including sales of tissue chip & kits products and residential housing. The net sales increased $99,610 to $483,549 for the nine months ended September 30, 2012 from $383,939 for the nine months ended September 30, 2011, an increase of 25.9% .

Tissue Chip & Kit Products: The net sales decreased $48,862 to $341,596 for the nine months ended September 30, 2012 as compared to $390,458 for the nine months ended September 30, 2011, a decrease of 12.5% . The decrease in net sales of tissue chip & kit product was primarily due to the decrease in the export sales revenues which accounted for approximately 85.0% of total tissue product sales revenues for the current period. Export sales revenues decreased $65,612 to $290,222 for the nine months ended September 30, 2012 as compared to $355,834 for the nine months ended September 30, 2011, a decrease of 18.4% . The sales revenues generated from export sales now are subject to value added tax (VAT) according to PRC tax regulation, whereas the VAT imposed by PRC tax bureau was absorbed by the Company without charging to the customers before May 2012. The current selling price for export sales has been adjusted accordingly to maintain a reasonable range of gross margin since May 2012. Currently, our sole domestic sales representative in China is Xi'an AiLiNa Biotechnology Co., Ltd., and the only overseas sales representative is Biomax. We mainly distribute our products through these two sales representatives.

Housing: SD Chaoying completed the construction of the two six-story multi-family residential buildings with a total of 72 housing units in 2009, 9 and 37 of which units qualified as being recognized as sales revenue aggregating $296,521 and $1,010,632 for the years ended December 31, 2010 and 2009. An additional two residential units were sold in 2011. Another five residential units were qualified as being recognized as sales revenues during the first quarter of 2012. Since SD Chaoying is required to continue its involvement with the property after the sale, including installations of utility systems, improvements and amenities, and community landscaping, profit from the sale was recognized using the percentage of completion method as required by ASC Topic 360-20, “Property, Plant, and Equipment – Real Estate Sales”.

Gross Margin

Gross margin as a percentage of sales increased to 18.4% for the nine months ended September 30, 2012 from (4.4%) for the nine months ended September 30, 2011.

Tissue Chip & Kit Products: The gross margin of Tissue Chip & Kit Products division increased to 34.9% for the nine months ended September 30, 2012 compared to 24.7% for the same period in 2011. The increase in gross margin for the nine months ended September 30, 2012 was mainly because more technical services were rendered to customers in domestic market and the service incomes were charged to the selling price of products.

Housing: The gross margin of housing division increased to 13.3% for the nine months ended September 30, 2012 compared to 0% for the same period in 2011. The negative gross profit for the nine months ended September 30, 2011 was mainly due to weak sales in the residential housing division. As profits from the sale was recognized using the percentage of completion method as required by ASC Topic 360-20, “Property, Plant, and Equipment – Real Estate Sales”, only 93.20% of revenues can be recognized based on the current percentage of completion as of September 30, 2011 and 2012.

In addition, the commencement of the business in the commercial property segment has not generated revenue but has incurred costs directly associated with the business.

Operating Expenses

The Company’s operating expenses decreased by $132,223 to $427,961 for the nine months ended September 30, 2012 from $560,184 for the nine months ended September 30, 2011, a decrease of 23.6% . The decrease in operating expenses was primarily because there was no bad debt expense assessed for the nine months ended September 30, 2012. Also Selling and distribution expenses decreased from $16,422 for the nine months ended September 30, 2011 to $4,123 for the same period in 2012. The Company recorded an estimate of loss contingencies of $36,942 in the third quarter last year, which was estimated by the Company’s legal counsel to be reasonable. The Company recorded the estimated liability and loss contingencies according to FASB ASC 450-20-25-2 under Topic 450, “Contingencies Loss Contingencies Recognition”. On July 16, 2012, the Intermediate Court in Weifang City pronounced its judgment against Plaintiff and that SD Chaoying had no liability. The litigation is a final adjudication. Hence, the estimated contingent liabilities recorded in last year have been reversed in current quarter this year, resulting in a decrease in operating expense for the nine months ended September 30, 2012.

The decrease of operating expense for the nine-month period this year was partially offset by an increase of $30,353 in operating tax expenses from $235 for the nine months ended September 30, 2011 to $30,588 for the nine months ended September 30, 2012 and an increase of salaries and wages of $26,682 to $153,839 for the nine months ended September 30, 2012 from $127,157 for the same period last year.

Other Income (Expense)

Other income decreased by $151,123 to $(156,534) for the nine months ended September 30, 2012 as compared to $(5,411) for the nine months ended September 30, 2011, a decrease of 2792.9% . The increase was primarily due to the interest expense of $134,637 for the nine months ended September 30, 2012 that was not subject to capitalization due to suspension of the construction of the entertainment center, whereas interest expense was capitalized and recorded as construction-in-progress for the same period in 2011.

Income Taxes

The Company did not record U.S. current income tax for the nine months ended September 30, 2012, and 2011, since there was no taxable income during these periods. There was $314 of PRC current income taxes accrued for the nine months ended September 30, 2012 in SD Chaoying.

Net Loss

As a result of the above factors, our net loss before minority interests decreased $86,485, or 14.8%, from $582,400 for the nine months ended September 30, 2011 to $495,915 for the nine months ended September 30, 2012.

LIQUIDITY AND CAPITAL RESOURCES

Operating working capital deficit (total current asset deduct total current liabilities) increased by $384,328 from $(2,931,175) as of December 31, 2011 to $(3,315,503) as of September 30, 2012. The decrease was primarily due to a decrease of $100,643 in inventories from $1,053,038 as of December 31, 2011 to $952,395 as of September 30, 2012 , an increase of $43,924 in accrued expense from $693,436 as of December 31, 2011 to $737,360 as of September 30, 2012, and an increase of $95,156 in other payables from $366,020 as of December 31, 2011 to $461,176 as of September 30, 2012.

For investing activities, the Company incurred net cash outflow during the nine months ended September 30, 2012. The primary reason was due to $61,970 used in the construction in progress of the SD Chaoying project during the nine months ended September 30, 2012.

For financing activities, the Company obtained net proceeds of $69,502 and $168,060 from related parties and shareholders/officers of the Company, respectively for the nine months ended September 30, 2012, partially offset by the repayments of loan from the Company’s shareholders/officers of $252,734 for the nine months ended September 30, 2012.

The Company had a short-term loan in the principal amount of $1,511,584 (equivalent to RMB 9.5 million) with Changle Rural Credit Union. The loan had a maturity date of August 20, 2012. The adjustable interest rate was a rate per annum equal to the Prime Rate plus 50% of prime rate. The prime rate is based on six-month-to-one-year loan interest rate released by The People's Bank of China. On September 4, 2012, the Company renewed this short-term loan with the same amount of $1,511,584 (equivalent to RMB 9.5 million) with Changle Rural Credit Union. The term of the renewal loan started from September 4, 2012 with a maturity date of September 2, 2013. The interest rate for the short-term loan was 12% per annum as of September 30, 2012. This short-term loan had been secured by the Company’s land use right and construction-in-progress of SD Chaoying with a book value of $3.19 million (equivalent to RMB 20.03 million) and $4.33 million (equivalent to RMB 27.21 million) as of September 30, 2012, respectively. For the $3.19 million land use rights, $2.52 million was classified under construction-in-progress for the commercial property and the remaining $0.67 million was classified under intangible assets subject to amortization.

The Company finances its operations primarily through short-term bank borrowings and advances from related parties and/or officers/shareholders. In order to complete the construction of SD Chaoying cultural and entertainment center, approximately $3.0 million (equivalent to RMB 19 million) of capital is expected to be needed. The Company, taking into accounts the available banking facilities, internal financial resource, and supports from related companies, believes it has sufficient working capital to meet its present obligation for at least the next twelve months. Management is taking actions to address the company's financial condition and deteriorating liquidity position. The following sets forth management’s plans for dealing with the adverse effects of the conditions:

(a) Sale of housing inventories: Proceeds to be received from the sale of the remaining housing of the two completed residential buildings are expected to amount to approximately $0.5 million.

INFLATION

Inflation has not had a material impact on our business.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Item 3. Quantitative and Qualitative Disclosures about Market Risk

A smaller reporting company is not required to provide the information required by this Item .

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer, Yanbiao Bai, and Principal Financial Officer, Yonghong Ren, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control Over Financial Reporting. During the most recent quarter ended September 30, 2012, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) ) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On June 6, 2000, we received a notice to inform us that we may have a potential liability from waste disposal in the Casmalia Disposal Site at Santa Barbara County, California. We were given a choice of either signing an agreement that would toll the statute of limitations for eighteen (18) months in order to allow us to resolve any liability with the government without incurring costs associated with being named a defendant in a lawsuit, or becoming an immediate defendant in a lawsuit. We signed the tolling agreement. On November 20, 2001, the tolling agreement was extended for an additional 18 months. On May 20, 2003 the tolling agreement was again extended for an additional 18 months and on November 24, 2004 the tolling agreement was again extended for additional 18 months. On June 29, 2004, we received a proposed settlement from the EPA in the amount of $21,131, which had been accrued as other payable. We are waiting for communication from the government concerning payment of the final settlement. As of September 30, 2012 and subsequent to December 31, 2011, the Company had not received further correspondences from the EPA regarding this matter.

Other than stated above, there are no material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

Item 1A. Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number	Description

31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Exhibit

101.	INS† XBRL Instance Document.
101.	SCH† XBRL Taxonomy Extension Schema Document.
101.	CAL† XBRL Taxonomy Extension Calculation Linkbase Document.
101.	DEF† XBRL Taxonomy Extension Definition Linkbase Document.
101.	LAB† XBRL Taxonomy Extension Label Linkbase Document.
101.	PRE† XBRL Taxonomy Extension Presentation Linkbase Document.

SIGNATURE

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

	CYBRDI, INC.

DATE: November 14, 2012	By /s/ Yanbiao Bai
	Yanbiao Bai, Chief Executive Officer and president

	By /s/ Yonghong Ren
	Yonghong Ren, Principal Financial Officer

EX-31.1 2 exhibit31-1.htm EXHIBIT 31.1 Cybrdi, Inc.: Exhibit 31.1 - Filed by newsfilecorp.com

Exhibit 31.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Yanbiao Bai, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Cybrdi, Inc.

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances made, not misleading with respect to the period covered by this quarterly report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.	The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and the internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d- 15(f) for the Company and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

	c.	Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions after the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

5.	The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: November 14, 2012

By: /s/ YanBiao Bai
Yanbiao Bai,
Chief Executive Officer and President

EX-31.2 3 exhibit31-2.htm EXHIBIT 31.2 Cybrdi, Inc.: Exhibit 31.2 - Filed by newsfilecorp.com

Exhibit 31.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Yonghong Ren, certifies that:

1.	I have reviewed this quarterly report on Form 10-Q of Cybrdi, Inc.

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances made, not misleading with respect to the period covered by this quarterly report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.	The Company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and the internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f) for the Company and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

	c.	Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions after the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

5.	The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: November 14, 2012

By: /s/ Yonghong Ren
Yonghong Ren,
Principal Financial Officer

EX-32.1 4 exhibit32-1.htm EXHIBIT 32.1 Cybrdi, Inc.: Exhibit 32.1 - Filed by newsfilecorp.com

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER UNDER SECTION 906
OF THE SARBANES OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Cybrdi Inc. for the period ended September 30, 2012 as filed with the Securities and Exchange Commission as of the date hereof (the "Report"), I, Yanbiao Bai, the chief executive officer of us, hereby certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of us.

Date: November 14, 2012

/s/ Yanbiao Bai
Yanbiao Bai,
CEO and President

EX-32.2 5 exhibit32-2.htm EXHIBIT 32.2 Cybrdi, Inc.: Exhibit 32.2 - Filed by newsfilecorp.com

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER UNDER SECTION 906
OF THE SARBANES OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Cybrdi Inc. for the period ended September 30, 2012 as filed with the Securities and Exchange Commission as of the date hereof (the "Report"), I, Yonghong Ren, the principal financial officer of us, hereby certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

	1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of us

Date: November 14, 2012

/s/ Yonghong Ren
Name: Yonghong Ren
Principal Financial Officer

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NOTE A - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1. Interim Financial Statements The unaudited consolidated financial statements of Cybrdi Inc. and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the requirements for reporting on Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. However, the information included in these interim financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The consolidated balance sheet information as of December 31, 2011 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. These interim financial statements should be read in conjunction with that report. Certain comparative amounts have been reclassified to conform to the current period's presentation. The consolidated financial statements include the accounts of Cybrdi, Inc. and its wholly-owned subsidiaries and joint ventures. All material intercompany balances and transactions have been eliminated. 2. Description of Business Cybrdi, Inc. (f/k/a Certron Corporation) (the “Company” or “Cybrdi”) was incorporated on August 1, 1966, under the laws of the State of California. Until around June 2004, the Company’s business consisted of the distribution of magnetic media products, primarily blank audio and video cassettes. Due to continuing intense price competition and technological changes in the marketplace for its products, the Company lost its remaining significant customers and disposed of or wrote off its remaining inventory. As a result of these occurrences, the Company concluded that its audio and videotape businesses were no longer viable and some of its product lines were obsolete. On February 10, 2005, the Company, through a wholly-owned subsidiary, acquired all the ownership interest in Cybrdi, Inc., a privately held company incorporated in the State of Maryland ("Cybrdi Maryland"). As a result of the ownership interests of the former shareholders of Cybrdi Maryland, for financial statement reporting purposes, the transaction was treated as a reverse acquisition, with Cybrdi Maryland deemed the accounting acquirer and Certron Corporation deemed the accounting acquiree. Historical information of the surviving company is that of Cybrdi Maryland. Cybrdi Maryland was established in 2001 to acquire an interest in biogenetic products commercialization and related services entities in Asia. On March 5, 2003, Cybrdi Maryland acquired an 80% interest in Shaanxi Chao Ying Biotechnology Co., Ltd. (“Chaoying Biotech”), a sino-foreign equity joint venture established in July 2000 in the People's Republic of China (“PRC”), through the exchange of 99% of the Company’s shares to the existing shareholders of Chaoying Biotech. For financial statement reporting purposes, the merger was treated as a reverse acquisition, with Chaoying Biotech deemed the accounting acquirer and Cybrdi Maryland deemed the accounting acquiree. Chaoying Biotech is a sino-foreign equity joint venture between Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. (the "Chinese Partner”, a PRC corporation) and Immuno-Onco Genomics Inc. (the “Foreign Partner”, a USA corporation). The joint venture agreement has a 15 year operating period starting from its formation in July 2000 and it may be extended upon mutual consent. The principal activities of Chaoying Biotech are research, manufacture and sale of various high-quality tissue arrays and the related services in the PRC. Most of the Company’s activities are conducted through Chaoying Biotech. Chaoying Biotech, with its principal operations located in China, aims to take advantage of China's abundant scientific talent, low wage rates, less stringent biogenetic regulation, and the huge genetic population as it introduces its growing list of tissue micro array products. On February 10, 2005, the Company completed the merger with Cybrdi Maryland and changed its name to Cybrdi, Inc. On July 26 , 2007, Chaoying Biotech entered into an acquisition agreement with its Chinese partner, which is a principal shareholder of the company, Mr. Bai, the Company’s chief executive officer and a director is also a principal of its Chinese partner. On July 28,2007, Chaoying Biotech invested RMB15 millions (equivalent to US$1,983,078) to acquire an 83.33% equity ownership of Shandong Chaoying Culture and Entertainment Co., Ltd. (“SD Chaoying”) from its Chinese partner. SD Chaoying is a corporation organized in Shandong Province P.R.China. On September 5, 2007, Shandong government had approved this acquisition and the ownership title of SD Chaoying had been transferred to Chaoying Biotech from its Chinese partner. The future business of SD Chaoying will primarily focus on culture and entertainment, including spa activities, cosmetic and personal care, body building, gambling, catering, and lodging, etc. SD Chaoying will have a specific emphasis on casino gambling, which has been approved by Shandong Administration for Civil Affairs. As of December 31, 2009, SD Chaoying had substantially completed the construction of two residential buildings and had recognized revenue from sales of housing for 2009. The main structure of the commercial entertainment center has also been completed, except for the exterior, rooftop, the surrounding supporting projects and the community landscaping, which are expected to be completed in 2013 prior to the commencement of operations by merchant tenants if we can obtain an estimated $2.8 million to complete construction. On March 10, 2007 the Company entered into a Sales Agency Agreement with BioMax, Ltd., a reseller located in the United States. On April 29, 2011, Chaoying Biotech invested $154,732 (equivalent to RMB1 million) to restore the operation of the Institute of Shaanxi Chaoying Clinical Pathology (“IOSCCP”), a wholly-owned subsidiary established on July 31, 2003, whose main business includes pathology research and consulting, consulting and diagnostic clinical pathology and pathology-related research and development of new technologies, and basic training in pathology. Its sole shareholder has been Chaoying Biotech. However, Chaoying Biotech withdrew the original investment from IOSCCP in September 2007 as we believed that both internal and external conditions of IOSCCP were not mature at that time. In light of foreseeable benefits and new business opportunities for this entity, we resumed its business and re-invested $154,732 (equivalent to RMB1 million) in it in April 2011. 3. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses and has not demonstrated the ability to generate sufficient cash flows from operations to satisfy its liabilities and sustain operations. The Company had an accumulated deficit of $2,854,278 and $2,447,643 as of September 30, 2012 and December 31, 2011, including net losses of $495,915 and $582,400 for the nine months ended September 30, 2012 and 2011, respectively. In addition, current liabilities exceeded current assets by $3,315, 503 and $2,931,175 as of September 30, 2012 and December 31, 2011, respectively. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company finances its operations primarily through short-term bank borrowings and advances from related parties and/or officers/shareholders. In order to complete the construction of SD Chaoying cultural and entertainment center, approximately $3.0 million (equivalent to RMB19 million) of capital is expected to be needed. The Company, taking into account the available banking facilities, internal financial resource, and supports from related companies, believes it has sufficient working capital to meet its present obligation for at least the next twelve months. Management is taking actions to address the company's financial condition and deteriorating liquidity position. The following sets forth management’s plans for dealing with the adverse effects of the conditions: (a) Sale of housing inventories: Proceeds to be received from the sale of the remaining housing of the two completed residential buildings are expected to amount to approximately $0.5 million. (b) Rental and management fee revenue from the cultural and entertainment center: Annual rental revenue is estimated to be approximately $0.68 million per year. Management fee revenue will be charged to commercial tenants at 3% of annual gross revenue. As of September 30, 2012, the Company has not commenced collecting rental and management fee revenue for the culture and entertainment center. (c) Additional advances from related companies and affiliates: Mr. Bai, our Chief Executive Officer, advanced $83,081 to the Company in the current period to finance operations and the costs to maintain the Company’s public status in the U.S. In addition, Shaanxi Chaoying Beauty & Cosmetics Group, which is also an affiliate, is anticipated to provide up to approximately $790,000 (equivalent to RMB5 million) of capital to support operations. Shaanxi Chaoying Beauty & Cosmetics Group advanced $12,640 for the nine-month period ended September 30, 2012 to the Company to finance its operations. The Company may require additional funds and may seek to raise such funds though public and private financings or from other sources. There is no assurance that management’s plans will be realized or the additional financing will be available at all or that, if available, such financing will be obtainable on terms favorable to the Company or that any additional financing will not be dilutive. The consolidated financial statements do not include any adjustments that might result from the outcome of those uncertainties. 4. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. 5. Revenue Recognition Revenue represents the invoiced value of goods sold recognized upon the delivery of goods to customers and service income is recognized when services are provided. Deferred revenue represents the undelivered portion of invoiced value of goods sold to customers. Sales transactions not meeting all the conditions of the full accrual method are accounted for using the deposit method of accounting. Under the deposit method, all costs are capitalized as incurred, and payments received from the buyer are recorded as customer deposits. 6. Reverse Merger On February 10, 2005, (the "Closing Date") the Company closed on an Agreement and Plan of Merger (the "Agreement") among Certron Corporation (“Certron”), a California corporation, Certron Acquisition Corp., a Maryland corporation and a wholly-owned subsidiary of Certron ("Acquisition Sub"), and Cybrdi, Inc., a Maryland corporation (“Cybrdi – Maryland”) relating to the acquisition by Certron of all of the issued and outstanding capital stock of Cybrdi -Maryland in exchange for shares of common stock of Certron that will aggregate approximately 93.8% of the issued and outstanding common stock of Certron. Pursuant to the terms of the Agreement, at the Closing Date (a) Acquisition Sub has been merged with and into Cybrdi - Maryland, with Cybrdi - Maryland being the surviving corporation, (b) the common stock of Cybrdi-Maryland has been cancelled and converted into the right to receive shares of the common stock of Certron at an exchange ratio of 1.566641609 per share. This resulted in the issuance of 47,328,263 shares of the Certron’s common stock, and (c) each share of the common stock of Acquisition Sub has been converted in to and become one share of the common stock of Cybrdi-Maryland. The share exchange has been accounted for as a reverse merger under the purchase method of accounting. Accordingly, Cybrdi, Inc. will be treated as the continuing entity for accounting purposes and the historical financial statements presented will be those of Cybrdi, Inc. In connection with the Agreement, on February 10, 2005, the Company amended its articles of incorporation to authorize the issuance of 150 million shares of common stock no par value and 500,000 shares of preferred stock, $1.00 par value per share, none of which are issued or outstanding. Concurrent with the filing of the Articles of Merger, all of the Company then existing officers and directors tendered their resignation and Yanbiao Bai was appointed as its Chairman of the Board of Directors. Mr. Bai then nominated the balance of the Board of Directors. 7. Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to the differences between the basis of assets and liabilities for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to offset future income taxes. 8. Contingencies Currently we are involved in disputes, litigation and other legal proceedings. We prosecute and defend these matters aggressively. However, there are many uncertainties associated with any litigation, and we cannot assure you that these actions or other third party claims against us will be resolved without costly litigation and/or substantial settlement charges. We record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the range of loss can be reasonably estimated. However, the actual liability in any such disputes or litigation may be materially different from our estimates, which could result in the need to record additional costs. 9. Recent Accounting Pronouncements The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

1. Interim Financial Statements The unaudited consolidated financial statements of Cybrdi Inc. and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the requirements for reporting on Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. However, the information included in these interim financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The consolidated balance sheet information as of December 31, 2011 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. These interim financial statements should be read in conjunction with that report. Certain comparative amounts have been reclassified to conform to the current period's presentation. The consolidated financial statements include the accounts of Cybrdi, Inc. and its wholly-owned subsidiaries and joint ventures. All material intercompany balances and transactions have been eliminated.

2. Description of Business Cybrdi, Inc. (f/k/a Certron Corporation) (the “Company” or “Cybrdi”) was incorporated on August 1, 1966, under the laws of the State of California. Until around June 2004, the Company’s business consisted of the distribution of magnetic media products, primarily blank audio and video cassettes. Due to continuing intense price competition and technological changes in the marketplace for its products, the Company lost its remaining significant customers and disposed of or wrote off its remaining inventory. As a result of these occurrences, the Company concluded that its audio and videotape businesses were no longer viable and some of its product lines were obsolete. On February 10, 2005, the Company, through a wholly-owned subsidiary, acquired all the ownership interest in Cybrdi, Inc., a privately held company incorporated in the State of Maryland ("Cybrdi Maryland"). As a result of the ownership interests of the former shareholders of Cybrdi Maryland, for financial statement reporting purposes, the transaction was treated as a reverse acquisition, with Cybrdi Maryland deemed the accounting acquirer and Certron Corporation deemed the accounting acquiree. Historical information of the surviving company is that of Cybrdi Maryland. Cybrdi Maryland was established in 2001 to acquire an interest in biogenetic products commercialization and related services entities in Asia. On March 5, 2003, Cybrdi Maryland acquired an 80% interest in Shaanxi Chao Ying Biotechnology Co., Ltd. (“Chaoying Biotech”), a sino-foreign equity joint venture established in July 2000 in the People's Republic of China (“PRC”), through the exchange of 99% of the Company’s shares to the existing shareholders of Chaoying Biotech. For financial statement reporting purposes, the merger was treated as a reverse acquisition, with Chaoying Biotech deemed the accounting acquirer and Cybrdi Maryland deemed the accounting acquiree. Chaoying Biotech is a sino-foreign equity joint venture between Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. (the "Chinese Partner”, a PRC corporation) and Immuno-Onco Genomics Inc. (the “Foreign Partner”, a USA corporation). The joint venture agreement has a 15 year operating period starting from its formation in July 2000 and it may be extended upon mutual consent. The principal activities of Chaoying Biotech are research, manufacture and sale of various high-quality tissue arrays and the related services in the PRC. Most of the Company’s activities are conducted through Chaoying Biotech. Chaoying Biotech, with its principal operations located in China, aims to take advantage of China's abundant scientific talent, low wage rates, less stringent biogenetic regulation, and the huge genetic population as it introduces its growing list of tissue micro array products. On February 10, 2005, the Company completed the merger with Cybrdi Maryland and changed its name to Cybrdi, Inc. On July 26 , 2007, Chaoying Biotech entered into an acquisition agreement with its Chinese partner, which is a principal shareholder of the company, Mr. Bai, the Company’s chief executive officer and a director is also a principal of its Chinese partner. On July 28,2007, Chaoying Biotech invested RMB15 millions (equivalent to US$1,983,078) to acquire an 83.33% equity ownership of Shandong Chaoying Culture and Entertainment Co., Ltd. (“SD Chaoying”) from its Chinese partner. SD Chaoying is a corporation organized in Shandong Province P.R.China. On September 5, 2007, Shandong government had approved this acquisition and the ownership title of SD Chaoying had been transferred to Chaoying Biotech from its Chinese partner. The future business of SD Chaoying will primarily focus on culture and entertainment, including spa activities, cosmetic and personal care, body building, gambling, catering, and lodging, etc. SD Chaoying will have a specific emphasis on casino gambling, which has been approved by Shandong Administration for Civil Affairs. As of December 31, 2009, SD Chaoying had substantially completed the construction of two residential buildings and had recognized revenue from sales of housing for 2009. The main structure of the commercial entertainment center has also been completed, except for the exterior, rooftop, the surrounding supporting projects and the community landscaping, which are expected to be completed in 2013 prior to the commencement of operations by merchant tenants if we can obtain an estimated $2.8 million to complete construction. On March 10, 2007 the Company entered into a Sales Agency Agreement with BioMax, Ltd., a reseller located in the United States. On April 29, 2011, Chaoying Biotech invested $154,732 (equivalent to RMB1 million) to restore the operation of the Institute of Shaanxi Chaoying Clinical Pathology (“IOSCCP”), a wholly-owned subsidiary established on July 31, 2003, whose main business includes pathology research and consulting, consulting and diagnostic clinical pathology and pathology-related research and development of new technologies, and basic training in pathology. Its sole shareholder has been Chaoying Biotech. However, Chaoying Biotech withdrew the original investment from IOSCCP in September 2007 as we believed that both internal and external conditions of IOSCCP were not mature at that time. In light of foreseeable benefits and new business opportunities for this entity, we resumed its business and re-invested $154,732 (equivalent to RMB1 million) in it in April 2011.

3. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses and has not demonstrated the ability to generate sufficient cash flows from operations to satisfy its liabilities and sustain operations. The Company had an accumulated deficit of $2,854,278 and $2,447,643 as of September 30, 2012 and December 31, 2011, including net losses of $495,915 and $582,400 for the nine months ended September 30, 2012 and 2011, respectively. In addition, current liabilities exceeded current assets by $3,315, 503 and $2,931,175 as of September 30, 2012 and December 31, 2011, respectively. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company finances its operations primarily through short-term bank borrowings and advances from related parties and/or officers/shareholders. In order to complete the construction of SD Chaoying cultural and entertainment center, approximately $3.0 million (equivalent to RMB19 million) of capital is expected to be needed. The Company, taking into account the available banking facilities, internal financial resource, and supports from related companies, believes it has sufficient working capital to meet its present obligation for at least the next twelve months. Management is taking actions to address the company's financial condition and deteriorating liquidity position. The following sets forth management’s plans for dealing with the adverse effects of the conditions: (a) Sale of housing inventories: Proceeds to be received from the sale of the remaining housing of the two completed residential buildings are expected to amount to approximately $0.5 million. (b) Rental and management fee revenue from the cultural and entertainment center: Annual rental revenue is estimated to be approximately $0.68 million per year. Management fee revenue will be charged to commercial tenants at 3% of annual gross revenue. As of September 30, 2012, the Company has not commenced collecting rental and management fee revenue for the culture and entertainment center. (c) Additional advances from related companies and affiliates: Mr. Bai, our Chief Executive Officer, advanced $83,081 to the Company in the current period to finance operations and the costs to maintain the Company’s public status in the U.S. In addition, Shaanxi Chaoying Beauty & Cosmetics Group, which is also an affiliate, is anticipated to provide up to approximately $790,000 (equivalent to RMB5 million) of capital to support operations. Shaanxi Chaoying Beauty & Cosmetics Group advanced $12,640 for the nine-month period ended September 30, 2012 to the Company to finance its operations. The Company may require additional funds and may seek to raise such funds though public and private financings or from other sources. There is no assurance that management’s plans will be realized or the additional financing will be available at all or that, if available, such financing will be obtainable on terms favorable to the Company or that any additional financing will not be dilutive. The consolidated financial statements do not include any adjustments that might result from the outcome of those uncertainties.

4. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

5. Revenue Recognition Revenue represents the invoiced value of goods sold recognized upon the delivery of goods to customers and service income is recognized when services are provided. Deferred revenue represents the undelivered portion of invoiced value of goods sold to customers. Sales transactions not meeting all the conditions of the full accrual method are accounted for using the deposit method of accounting. Under the deposit method, all costs are capitalized as incurred, and payments received from the buyer are recorded as customer deposits.

6. Reverse Merger On February 10, 2005, (the "Closing Date") the Company closed on an Agreement and Plan of Merger (the "Agreement") among Certron Corporation (“Certron”), a California corporation, Certron Acquisition Corp., a Maryland corporation and a wholly-owned subsidiary of Certron ("Acquisition Sub"), and Cybrdi, Inc., a Maryland corporation (“Cybrdi – Maryland”) relating to the acquisition by Certron of all of the issued and outstanding capital stock of Cybrdi -Maryland in exchange for shares of common stock of Certron that will aggregate approximately 93.8% of the issued and outstanding common stock of Certron. Pursuant to the terms of the Agreement, at the Closing Date (a) Acquisition Sub has been merged with and into Cybrdi - Maryland, with Cybrdi - Maryland being the surviving corporation, (b) the common stock of Cybrdi-Maryland has been cancelled and converted into the right to receive shares of the common stock of Certron at an exchange ratio of 1.566641609 per share. This resulted in the issuance of 47,328,263 shares of the Certron’s common stock, and (c) each share of the common stock of Acquisition Sub has been converted in to and become one share of the common stock of Cybrdi-Maryland. The share exchange has been accounted for as a reverse merger under the purchase method of accounting. Accordingly, Cybrdi, Inc. will be treated as the continuing entity for accounting purposes and the historical financial statements presented will be those of Cybrdi, Inc. In connection with the Agreement, on February 10, 2005, the Company amended its articles of incorporation to authorize the issuance of 150 million shares of common stock no par value and 500,000 shares of preferred stock, $1.00 par value per share, none of which are issued or outstanding. Concurrent with the filing of the Articles of Merger, all of the Company then existing officers and directors tendered their resignation and Yanbiao Bai was appointed as its Chairman of the Board of Directors. Mr. Bai then nominated the balance of the Board of Directors.

7. Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to the differences between the basis of assets and liabilities for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to offset future income taxes.

8. Contingencies Currently we are involved in disputes, litigation and other legal proceedings. We prosecute and defend these matters aggressively. However, there are many uncertainties associated with any litigation, and we cannot assure you that these actions or other third party claims against us will be resolved without costly litigation and/or substantial settlement charges. We record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the range of loss can be reasonably estimated. However, the actual liability in any such disputes or litigation may be materially different from our estimates, which could result in the need to record additional costs.

9. Recent Accounting Pronouncements The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

0.8 0.99 15 15 1983078 0.8332 2800000 154732 1000000 154732 1000000 2854278 2447643 495915 582400 3315 2931175 3000000 19000000 500000 680000 0.03 83081 790000 5000000 12640 0.938 1.566641609 47328263 150000000 500000 1 NOTE B – ASSETS The September 30, 2012 consolidated balance sheet included total current assets of $1,613,882 and non-current assets of $8,770,917. Of these amounts, $488,243 in cash and equivalents is planned for funding current operations and for future business expansion. Other current assets also included accounts receivable, inventories, due from related companies, other receivables and prepaid expenses, and advance to suppliers. Inventories are mainly finished goods. Other components of inventories include raw materials, finished goods, and housing inventories. Inventories are stated at the lower of cost or market. Cost of raw materials is determined on the basis of first in first out method (“FIFO”). Finished goods are determined on the weighted average basis and are comprised of direct materials, direct labor, and an appropriate proportion of overhead. The other primary assets included in current assets are loans to an unaffiliated company, QuanYe Security Co., Ltd (“QuanYe”), an unrelated People’s Republic of China (“PRC”) registered company located in Xian PRC. QuanYe is engaged in the pawnshop business and their primary business is offering alternative financing to small, local companies. According to the loan agreement, QuanYe had received loans from Chaoying Biotech for a total amount of RMB 29.3 Million (equivalent to $4,652,640) since January 2006. A remaining balance of RMB7.3 million (equivalent to $1,159,190) was extended to and expired on March 24, 2008. As of September 30, 2012 and December 31, 2011, the principal balance and interest receivable for this loan had been reduced to $0, net of allowance of $95,468 and $182,214 for doubtful principal balance and interest receivable, respectively. The interest rate for these loans initially was initially 8% per year, and subsequently reduced to 5% since October 9, 2006. Included in non-current assets are property, plant and equipment, construction-in-progress and intangible assets. Property, plant and equipment mainly consist of building, office equipments, motor vehicles, leasehold improvement, software-website, and machinery used for product manufacturing located in the People’s Republic of China (“PRC”). Depreciation on property, plant and equipment is computed using the straight-line method over the estimated useful life of the assets. The majority of the assets have estimated useful lives of 10 years. Building and office equipment have estimated useful lives of 20 and 5 years, respectively. The “construction in progress” in the amount of $6,854,861 mainly consisted of land under development and construction of the entertainment, culture, and casino facility in Shandong Province, which will be transferred to fixed assets in SD Chaoying when construction is completed. As of September 30, 2012, construction-in-progress of $4.33 million and land use rights of $3.19 million of SD Chaoying were collateralized under a short-term loan from Changle Rural Credit Union. For the $3.19 million land use rights, $2.52 million was classified under construction-in-progress for the commercial property and the remaining $0.67 million was classified under intangible assets subject to amortization. Intangible assets included a tissue chip patent at Chaoying Biotech and $0.67 million of land use rights being put in operation for the partial completed commercial property at SD Chaoying. Effective January 1, 2002, with the adoption of the accounting guidance for Goodwill and Other Intangible Assets, intangible assets with a definite life are amortized on a straight-line basis. The patent is being amortized over its estimated life of 10 years. The land use rights classified in intangible asset is being amortized over its estimated life of 36.9 years through the maturity of the land use rights for commercial use on November 6, 2047. 1613882 8770917 488243 29300000 4652640 7300000 1159190 0 95468 182214 0.08 0.05 10 20 5 6854861 4330000 3190000 3190000 2520000 670000 670000 10 36.9 NOTE C - LIABILITIES As of September 30, 2012, the balance sheet included total liabilities of $5,778,652, which consisted of current liabilities of $4,929,385 and construction payable of $849,267. Included in the current liabilities was a short-term loan of $1,511,584 (equivalent to RMB9.5 million) from Changle Rural Credit Union, which is a bank located in Shandong Province of the PRC. The original term of the loan was from August 25, 2009 to August 24, 2010 with an interest rate of 7.965% per annum. In August 2011, the Company renewed this short-term loan with the same amount of with Changle Rural Credit Union. The term of the renewal loan started from August 31, 2011 with a maturity date of August 20, 2012. The adjustable interest rate is a rate per annum equal to the Prime Rate plus 50% of prime rate. The prime rate is based on six-month-to-one-year loan interest rate released by The People's Bank of China. On September 4, 2012, the Company renewed this short-term loan with the same amount of $1,511,584 (equivalent to RMB9.5 million) with Changle Rural Credit Union. The term of the renewal loan started from September 4, 2012 with a maturity date of September 2, 2013. The interest rate for the short-term loan was 12% per annum as of September 30, 2012. This short-term loan had been secured by the Company’s land use right and construction-in-progress of SD Chaoying with a book value of $3.19 million (equivalent to RMB 20.03 million) and $4.33 million (equivalent to RMB27.21 million) as of September 30, 2012, respectively. For the $3.19 million land use rights, $2.52 million was classified under construction-in-progress for the commercial property and the remaining $0.67 million was classified under intangible assets subject to amortization. Additionally, there is another short-term loan of $159,114 (equivalent to RMB1.0 million) from Mr. Fengguo Liu, an unrelated party. The short-term loan is due January 12, 2013 with an interest rate at 2% per month. Also included in the current liabilities was $1,839,454 of loans from related companies, including Xi’an Yanfeng Biotechnology Co., Ltd., Shaanxi Yanfeng Real Estate Co. Ltd, Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd., and the stockholders who are also the Company's officers. These entities were related to the Company through common ownership and principal officers. These loans are non-interest bearing and have no set repayment terms. 5778652 4929385 849267 1511584 9500000 0.0796 0.5 1511584 9500000 0.12 3190000 4330000 27210000 3190000 2520000 670000 159114 1000000 0.02 1839454

NOTE D – STOCKHOLDERS’ EQUITY As a result of the reverse merger (see Note A item 6), the common stock of Cybrdi-Maryland has been cancelled and converted into shares of common stock of Certron at an exchange ratio of 1.566641609 per share. This resulted in the issuance of 47,328,263 shares of Certron’s common stock to the Cybrdi shareholders. As of September 30, 2012 and December 31, 2011, the Company had 120,225,323 and 120,225,323 shares issued and outstanding, respectively. As of September 30, 2012, the balance sheet included total equity of $4,606,147, of which $1,091,375 was for non-controlling interest, representing 20% minority interest in Chaoying Biotech and 16.67% minority interest in SD Chaoying. On January 15, 2010, the Board of Directors adopted resolutions that authorized incentive compensation to key management of the Company for services it has provided to the Company. As set forth in the Board of Directors’ resolution dated January 15, 2010, the incentive compensation shall be paid by the issuance of 12,000,000 shares of common stock of the Company to Mr. Yanbiao Bai, Chief Executive Officer and President of the Company, and 3,300,000 shares of common stock of the Company to Ms. Xue Bu, the former Chief Financial and Operating Officer of the Company. Compensation cost of $306,000 was recorded during the first quarter of 2010 at $0.02 per share, the market price of the Company’s common stock on January 15, 2010, the grant date. On June 30, 2011, the Company entered into a written Debt Conversion Agreement with Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. (a related party), Shaanxi NuoQi Healthfood Co., Ltd. (a related party), and Mr. Yanbiao Bai, Chairman and CEO of the Company. In the Agreement, the Company agreed to repay a total of $605,723 (RMB3,920,000) debt due to Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. by issuing the Company’s common stock. Simultaneously upon the execution of the repayment, Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. agreed to transfer to Mr. Yanbiao Bai the number of shares to be issued through the debt repayment. The number of shares transferred to Mr. Yanbiao Bai was further offset by a number of shares equivalent to $169,973 (RMB1,100,000) due by Shaanxi NuoQi Health Food Co., Ltd., a company wholly-controlled by Ms. Xue Bu, the spouse of Mr. Yanbiao Bai and former COO and Director of the Company, to offset its debt due to the Company. The Agreement was approved by the Company’s Board of Directors on June 30, 2011. As a result of the debt conversion and offset, the number of shares of common stock issued to Mr. Yanbiao Bai was 54,468,756 shares, which was determined based on the closing price of $0.008 per share on June 30, 2011. The share issuance for repayment of debt as agreed upon and approved was executed on August 17, 2011.

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NOTE E – INCOME TAXES Under the Enterprise Income Tax (“EIT”) of the PRC, prior to 2007, Chinese enterprises are generally subject to an income tax at an effective rate of 33% ( 30% statutory income taxes plus 3% local income taxes) on income reported in the statutory financial statements after appropriate tax adjustments, unless the enterprise is located in a specially designated region for which more favorable effective tax rates are applicable. Beginning on January 1, 2008, the new EIT law has replaced the existing laws for Domestic Enterprises (“DEs”) and Foreign Invested Enterprises (“FIEs”). The new standard EIT rate of 25% will replace the 33% rate previously applicable to both DES and FIEs. The two year tax exemption, six year 50% tax reduction and tax holiday for production-oriented FIEs will be eliminated. According to the Western Developing Plan implemented by the PRC Government, Chaoying Biotech is entitled to a 50% reduction in EIT of preferential policy, but not less than 15%. As a result, Chaoying Biotech’s effective EIT tax rate has been 15% since 2008. The Company’s income tax expense includes U.S. and PRC income taxes. There were no U.S. current taxes for the nine months ended September 30, 2012 according to net loss incurred in the U.S. entity, which will not be anticipated to have any tax benefit in the future since no revenue is expected to be generated in the U.S as a result of discontinuing the U.S. operating company in Maryland in October 2007. There was $152 and $314 of PRC current income taxes accrued for the three-month and nine- month period ended September 30, 2012 in SD Chaoying, respectively.

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NOTE F – CONTINGENCIES AND LITIGATION LIABILITIES On June 7, 2011, Weifang Shili Hesin Engineering Equipment Co., Ltd. (the “Plaintiff”) filed a complaint against SD Chaoying at the Basic People's Court of Changle County in Shandong Province, China, for alleged damages caused by SD Chaoying for not performing appropriately and completely the obligations in accordance with the agreement signed by both parties on April 28, 2011. Pursuant to the agreement, SD Chaoying agreed to transfer: (1) the rights of development, construction, and land of the #1 and #2 residential buildings for RMB7.6 million, or $1,207,518, and (2) the 12 unsold residential units in the #3 and #4 residential buildings at a price as agreed upon. As of September 30, 2012, the Plaintiff paid $95,468 (equivalent to RMB600,000) deposit as agreed upon, and prepaid $186,182 (equivalent to RMB1,170,114), both of which were recorded as Other Payables under current liabilities. Plaintiff was seeking for the discharge of the original agreement signed, the return of prepayment of $186,182 (equivalent to RMB1,170,114), repayment of the deposit plus 100% penalty, totaling $190,936 (equivalent to RMB1,200,000), and for attorneys’ fees and costs. The Company disputed Plaintiff’s claim for a land use right certificate of underlying construction base of the #1 and #2 residential buildings, which certificate was inseparable from other part of the land and was not specifically stated in the agreement. The Company also disputed Plaintiff’s entitlement to the amounts claimed and instructed the Company’s legal counsel to contest the action, while concurrently pursuing opportunities for reasonable settlement. The case went to trial on July 7, 2011. On November 15, 2011, the Basic People's Court of Changle County pronounced its judgment against Plaintiff and that SD Chaoying had no liability. However, the plaintiff still has a right to appeal the judgment to the Intermediate Court in Weifang City, Shandong Province, China within 15 days after receiving verdict from the court. The verdict was released by the court on March 23, 2012. An appeal was filed on April 6, 2012 by the Plaintiff after the verdict was released. The court session for the appeal was held on May 16, 2012 at Intermediate Court in Weifang City, Shandong Province, China. On July 16, 2012, the Intermediate Court in Weifang City pronounced its judgment against Plaintiff and that SD Chaoying had no liability. The litigation is subject to a final adjudication. The decision is a final adjudication by the courts in China. Hence, the estimated contingent liabilities of approximately $36,942 (or RMB240,000) recorded in other payable as of December 31, 2011 have been reversed in current quarter this year.

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AND SUBSIDIARIES Net Loss Per Common Share Basic and Diluted Weighted Average Number of Shares Outstanding Basic and Diluted Basic and Diluted (WeightedAverageNumberOfDilutedSharesOutstanding) Statement of Cash Flows [Abstract] CASH FLOWS FROM OPERATING ACTIVITIES Net Loss Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities: Depreciation and amortization Depreciation Andamortization Depreciation and amortization Bad debt expense (Reversal) Estimated Loss from contingent liabilities Minority interest Changes in Operating Assets and Liabilities: Accounts receivable Accounts receivable Inventories Inventories (IncreaseDecreaseInInventories) Other receivable and prepaid expenses Other receivable and prepaid expenses Accounts payable and other current liabilities Deferred revenue Deferred revenue (IncreaseDecreaseInDeferredRevenue) Customer deposits Customer deposits Net Cash (Used in) Provided by Operating Activities Net Cash (Used in) Provided by Operating Activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from repayments of loan to affiliated companies Advance for loan to affiliated companies Advance for loan to affiliated companies Purchase of property, plant, and equipment Purchase of property, plant, and equipment Payments for construction in progress Payments for construction in progress Net Cash Used in Investing Activities Net Cash Used in Investing Activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from loans from related companies Proceeds from shareholders/officers Repayments of loan from shareholders/officers Repayments of loan from shareholders/officers Net Cash (Used in) Provided by Financing Activities Net Cash (Used in) Provided by Financing Activities NET INCREASE(DECREASE) IN CASH & CASH EQUIVALENTS NET INCREASE(DECREASE) IN CASH &amp;amp; CASH EQUIVALENTS EFFECT OF EXCHANGE RATE CHANGE ON CASH & CASH EQUIVALENTS CASH & CASH EQUIVALENTS, BEGINNING BALANCE CASH & CASH EQUIVALENTS, ENDING BALANCE SUPPLEMENTAL 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STOCKHOLDERS EQUITY	9 Months Ended
Sep. 30, 2012
STOCKHOLDERS EQUITY [Text Block]	NOTE D – STOCKHOLDERS’ EQUITY As a result of the reverse merger (see Note A item 6), the common stock of Cybrdi-Maryland has been cancelled and converted into shares of common stock of Certron at an exchange ratio of 1.566641609 per share. This resulted in the issuance of 47,328,263 shares of Certron’s common stock to the Cybrdi shareholders. As of September 30, 2012 and December 31, 2011, the Company had 120,225,323 and 120,225,323 shares issued and outstanding, respectively. As of September 30, 2012, the balance sheet included total equity of $4,606,147, of which $1,091,375 was for non-controlling interest, representing 20% minority interest in Chaoying Biotech and 16.67% minority interest in SD Chaoying. On January 15, 2010, the Board of Directors adopted resolutions that authorized incentive compensation to key management of the Company for services it has provided to the Company. As set forth in the Board of Directors’ resolution dated January 15, 2010, the incentive compensation shall be paid by the issuance of 12,000,000 shares of common stock of the Company to Mr. Yanbiao Bai, Chief Executive Officer and President of the Company, and 3,300,000 shares of common stock of the Company to Ms. Xue Bu, the former Chief Financial and Operating Officer of the Company. Compensation cost of $306,000 was recorded during the first quarter of 2010 at $0.02 per share, the market price of the Company’s common stock on January 15, 2010, the grant date. On June 30, 2011, the Company entered into a written Debt Conversion Agreement with Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. (a related party), Shaanxi NuoQi Healthfood Co., Ltd. (a related party), and Mr. Yanbiao Bai, Chairman and CEO of the Company. In the Agreement, the Company agreed to repay a total of $605,723 (RMB3,920,000) debt due to Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. by issuing the Company’s common stock. Simultaneously upon the execution of the repayment, Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. agreed to transfer to Mr. Yanbiao Bai the number of shares to be issued through the debt repayment. The number of shares transferred to Mr. Yanbiao Bai was further offset by a number of shares equivalent to $169,973 (RMB1,100,000) due by Shaanxi NuoQi Health Food Co., Ltd., a company wholly-controlled by Ms. Xue Bu, the spouse of Mr. Yanbiao Bai and former COO and Director of the Company, to offset its debt due to the Company. The Agreement was approved by the Company’s Board of Directors on June 30, 2011. As a result of the debt conversion and offset, the number of shares of common stock issued to Mr. Yanbiao Bai was 54,468,756 shares, which was determined based on the closing price of $0.008 per share on June 30, 2011. The share issuance for repayment of debt as agreed upon and approved was executed on August 17, 2011.

STOCKHOLDERS EQUITY

9 Months Ended

Sep. 30, 2012

STOCKHOLDERS EQUITY [Text Block]

NOTE D – STOCKHOLDERS’ EQUITY

On June 30, 2011, the Company entered into a written Debt Conversion Agreement with Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. (a related party), Shaanxi NuoQi Healthfood Co., Ltd. (a related party), and Mr. Yanbiao Bai, Chairman and CEO of the Company. In the Agreement, the Company agreed to repay a total of $605,723 (RMB3,920,000) debt due to Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. by issuing the Company’s common stock. Simultaneously upon the execution of the repayment, Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. agreed to transfer to Mr. Yanbiao Bai the number of shares to be issued through the debt repayment. The number of shares transferred to Mr. Yanbiao Bai was further offset by a number of shares equivalent to $169,973 (RMB1,100,000) due by Shaanxi NuoQi Health Food Co., Ltd., a company wholly-controlled by Ms. Xue Bu, the spouse of Mr. Yanbiao Bai and former COO and Director of the Company, to offset its debt due to the Company. The Agreement was approved by the Company’s Board of Directors on June 30, 2011. As a result of the debt conversion and offset, the number of shares of common stock issued to Mr. Yanbiao Bai was 54,468,756 shares, which was determined based on the closing price of $0.008 per share on June 30, 2011. The share issuance for repayment of debt as agreed upon and approved was executed on August 17, 2011.

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

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-Number 5

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-Topic 505

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-Name Statement of Financial Accounting Standard (FAS)

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-Name Accounting Principles Board Opinion (APB)

-Number 12

-Paragraph 10

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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-Publisher SEC

-Name Regulation S-X (SX)

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LIABILITIES	9 Months Ended
Sep. 30, 2012
LIABILITIES [Text Block]	NOTE C - LIABILITIES As of September 30, 2012, the balance sheet included total liabilities of $5,778,652, which consisted of current liabilities of $4,929,385 and construction payable of $849,267. Included in the current liabilities was a short-term loan of $1,511,584 (equivalent to RMB9.5 million) from Changle Rural Credit Union, which is a bank located in Shandong Province of the PRC. The original term of the loan was from August 25, 2009 to August 24, 2010 with an interest rate of 7.965% per annum. In August 2011, the Company renewed this short-term loan with the same amount of with Changle Rural Credit Union. The term of the renewal loan started from August 31, 2011 with a maturity date of August 20, 2012. The adjustable interest rate is a rate per annum equal to the Prime Rate plus 50% of prime rate. The prime rate is based on six-month-to-one-year loan interest rate released by The People's Bank of China. On September 4, 2012, the Company renewed this short-term loan with the same amount of $1,511,584 (equivalent to RMB9.5 million) with Changle Rural Credit Union. The term of the renewal loan started from September 4, 2012 with a maturity date of September 2, 2013. The interest rate for the short-term loan was 12% per annum as of September 30, 2012. This short-term loan had been secured by the Company’s land use right and construction-in-progress of SD Chaoying with a book value of $3.19 million (equivalent to RMB 20.03 million) and $4.33 million (equivalent to RMB27.21 million) as of September 30, 2012, respectively. For the $3.19 million land use rights, $2.52 million was classified under construction-in-progress for the commercial property and the remaining $0.67 million was classified under intangible assets subject to amortization. Additionally, there is another short-term loan of $159,114 (equivalent to RMB1.0 million) from Mr. Fengguo Liu, an unrelated party. The short-term loan is due January 12, 2013 with an interest rate at 2% per month. Also included in the current liabilities was $1,839,454 of loans from related companies, including Xi’an Yanfeng Biotechnology Co., Ltd., Shaanxi Yanfeng Real Estate Co. Ltd, Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd., and the stockholders who are also the Company's officers. These entities were related to the Company through common ownership and principal officers. These loans are non-interest bearing and have no set repayment terms.

LIABILITIES

9 Months Ended

Sep. 30, 2012

LIABILITIES [Text Block]

NOTE C - LIABILITIES

As of September 30, 2012, the balance sheet included total liabilities of $5,778,652, which consisted of current liabilities of $4,929,385 and construction payable of $849,267. Included in the current liabilities was a short-term loan of $1,511,584 (equivalent to RMB9.5 million) from Changle Rural Credit Union, which is a bank located in Shandong Province of the PRC. The original term of the loan was from August 25, 2009 to August 24, 2010 with an interest rate of 7.965% per annum. In August 2011, the Company renewed this short-term loan with the same amount of with Changle Rural Credit Union. The term of the renewal loan started from August 31, 2011 with a maturity date of August 20, 2012. The adjustable interest rate is a rate per annum equal to the Prime Rate plus 50% of prime rate. The prime rate is based on six-month-to-one-year loan interest rate released by The People's Bank of China. On September 4, 2012, the Company renewed this short-term loan with the same amount of $1,511,584 (equivalent to RMB9.5 million) with Changle Rural Credit Union. The term of the renewal loan started from September 4, 2012 with a maturity date of September 2, 2013. The interest rate for the short-term loan was 12% per annum as of September 30, 2012. This short-term loan had been secured by the Company’s land use right and construction-in-progress of SD Chaoying with a book value of $3.19 million (equivalent to RMB 20.03 million) and $4.33 million (equivalent to RMB27.21 million) as of September 30, 2012, respectively. For the $3.19 million land use rights, $2.52 million was classified under construction-in-progress for the commercial property and the remaining $0.67 million was classified under intangible assets subject to amortization. Additionally, there is another short-term loan of $159,114 (equivalent to RMB1.0 million) from Mr. Fengguo Liu, an unrelated party. The short-term loan is due January 12, 2013 with an interest rate at 2% per month. Also included in the current liabilities was $1,839,454 of loans from related companies, including Xi’an Yanfeng Biotechnology Co., Ltd., Shaanxi Yanfeng Real Estate Co. Ltd, Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd., and the stockholders who are also the Company's officers. These entities were related to the Company through common ownership and principal officers. These loans are non-interest bearing and have no set repayment terms.

XML 16 R2.htm IDEA: XBRL DOCUMENT

CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2012	Dec. 31, 2011
CURRENT ASSETS
Cash and equivalents	$ 488,243	$ 781,048
Accounts receivable, net	12,390	0
Inventories	952,395	1,053,038
Due from related companies	85,922	79,442
Other receivables, net and prepaid expenses	71,492	75,089
Advance to suppliers	3,440	832
TOTAL CURRENT ASSETS	1,613,882	1,989,449
PROPERTY, PLANT AND EQUIPMENT, NET	1,222,610	1,310,529
CONSTRUCTION IN PROGRESS	6,854,861	6,829,329
INTANGIBLE ASSETS, NET	693,446	782,215
TOTAL ASSETS	10,384,799	10,911,522
CURRENT LIABILITIES
Short-term loan	1,670,698	1,668,282
Accounts payable	3,316	4,942
Accrued expenses	737,360	693,436
Deferred revenue	116,957	139,284
Customers deposits	90,117	188,186
Due to related parties	1,839,454	1,850,181
Deferred tax liabilities	10,307	10,293
Other payables	461,176	366,020
TOTAL CURRENT LIABILITIES	4,929,385	4,920,624
CONSTRUCTION PAYABLE	849,267	894,750
TOTAL LIABILITIES	5,778,652	5,815,374
EQUITY
Preferred Stock, $1.00 per value, 500,000 shares authorized, no shares issued and outstanding	0	0
Common Stock, no par value, 150,000,000 shares authorized, and 120,225,323 and 120,225,323 shares issued and outstanding, respectively	4,313,614	4,313,614
Additional paid-in capital	172,308	172,308
Reserve funds	336,885	336,885
Accumulated deficit	(2,854,278)	(2,447,643)
Accumulated other comprehensive income	1,546,243	1,540,329
TOTAL STOCKHOLDERS EQUITY	3,514,772	3,915,493
NONCONTROLLING INTEREST	1,091,375	1,180,655
TOTAL EQUITY	4,606,147	5,096,148
TOTAL LIABILITIES AND EQUITY	$ 10,384,799	$ 10,911,522

XML 17 R6.htm IDEA: XBRL DOCUMENT

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2012

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Text Block]

NOTE A - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Interim Financial Statements

2. Description of Business

Chaoying Biotech is a sino-foreign equity joint venture between Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. (the "Chinese Partner”, a PRC corporation) and Immuno-Onco Genomics Inc. (the “Foreign Partner”, a USA corporation). The joint venture agreement has a 15 year operating period starting from its formation in July 2000 and it may be extended upon mutual consent. The principal activities of Chaoying Biotech are research, manufacture and sale of various high-quality tissue arrays and the related services in the PRC.

On February 10, 2005, the Company completed the merger with Cybrdi Maryland and changed its name to Cybrdi, Inc.

On July 28,2007, Chaoying Biotech invested RMB15 millions (equivalent to US$1,983,078) to acquire an 83.33% equity ownership of Shandong Chaoying Culture and Entertainment Co., Ltd. (“SD Chaoying”) from its Chinese partner. SD Chaoying is a corporation organized in Shandong Province P.R.China. On September 5, 2007, Shandong government had approved this acquisition and the ownership title of SD Chaoying had been transferred to Chaoying Biotech from its Chinese partner. The future business of SD Chaoying will primarily focus on culture and entertainment, including spa activities, cosmetic and personal care, body building, gambling, catering, and lodging, etc. SD Chaoying will have a specific emphasis on casino gambling, which has been approved by Shandong Administration for Civil Affairs. As of December 31, 2009, SD Chaoying had substantially completed the construction of two residential buildings and had recognized revenue from sales of housing for 2009. The main structure of the commercial entertainment center has also been completed, except for the exterior, rooftop, the surrounding supporting projects and the community landscaping, which are expected to be completed in 2013 prior to the commencement of operations by merchant tenants if we can obtain an estimated $2.8 million to complete construction.

On March 10, 2007 the Company entered into a Sales Agency Agreement with BioMax, Ltd., a reseller located in the United States.

On April 29, 2011, Chaoying Biotech invested $154,732 (equivalent to RMB1 million) to restore the operation of the Institute of Shaanxi Chaoying Clinical Pathology (“IOSCCP”), a wholly-owned subsidiary established on July 31, 2003, whose main business includes pathology research and consulting, consulting and diagnostic clinical pathology and pathology-related research and development of new technologies, and basic training in pathology. Its sole shareholder has been Chaoying Biotech. However, Chaoying Biotech withdrew the original investment from IOSCCP in September 2007 as we believed that both internal and external conditions of IOSCCP were not mature at that time. In light of foreseeable benefits and new business opportunities for this entity, we resumed its business and re-invested $154,732 (equivalent to RMB1 million) in it in April 2011.

3. Going Concern

The Company finances its operations primarily through short-term bank borrowings and advances from related parties and/or officers/shareholders. In order to complete the construction of SD Chaoying cultural and entertainment center, approximately $3.0 million (equivalent to RMB19 million) of capital is expected to be needed. The Company, taking into account the available banking facilities, internal financial resource, and supports from related companies, believes it has sufficient working capital to meet its present obligation for at least the next twelve months. Management is taking actions to address the company's financial condition and deteriorating liquidity position. The following sets forth management’s plans for dealing with the adverse effects of the conditions:

(a) Sale of housing inventories: Proceeds to be received from the sale of the remaining housing of the two completed residential buildings are expected to amount to approximately $0.5 million.

(c) Additional advances from related companies and affiliates: Mr. Bai, our Chief Executive Officer, advanced $83,081 to the Company in the current period to finance operations and the costs to maintain the Company’s public status in the U.S. In addition, Shaanxi Chaoying Beauty & Cosmetics Group, which is also an affiliate, is anticipated to provide up to approximately $790,000 (equivalent to RMB5 million) of capital to support operations. Shaanxi Chaoying Beauty & Cosmetics Group advanced $12,640 for the nine-month period ended September 30, 2012 to the Company to finance its operations.

4. Use of Estimates:

5. Revenue Recognition

6. Reverse Merger

7. Income Taxes

8. Contingencies

9. Recent Accounting Pronouncements

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ASSETS

9 Months Ended

Sep. 30, 2012

ASSETS [Text Block]

NOTE B – ASSETS

The other primary assets included in current assets are loans to an unaffiliated company, QuanYe Security Co., Ltd (“QuanYe”), an unrelated People’s Republic of China (“PRC”) registered company located in Xian PRC. QuanYe is engaged in the pawnshop business and their primary business is offering alternative financing to small, local companies. According to the loan agreement, QuanYe had received loans from Chaoying Biotech for a total amount of RMB 29.3 Million (equivalent to $4,652,640) since January 2006. A remaining balance of RMB7.3 million (equivalent to $1,159,190) was extended to and expired on March 24, 2008. As of September 30, 2012 and December 31, 2011, the principal balance and interest receivable for this loan had been reduced to $0, net of allowance of $95,468 and $182,214 for doubtful principal balance and interest receivable, respectively. The interest rate for these loans initially was initially 8% per year, and subsequently reduced to 5% since October 9, 2006.

Included in non-current assets are property, plant and equipment, construction-in-progress and intangible assets. Property, plant and equipment mainly consist of building, office equipments, motor vehicles, leasehold improvement, software-website, and machinery used for product manufacturing located in the People’s Republic of China (“PRC”). Depreciation on property, plant and equipment is computed using the straight-line method over the estimated useful life of the assets. The majority of the assets have estimated useful lives of 10 years. Building and office equipment have estimated useful lives of 20 and 5 years, respectively. The “construction in progress” in the amount of $6,854,861 mainly consisted of land under development and construction of the entertainment, culture, and casino facility in Shandong Province, which will be transferred to fixed assets in SD Chaoying when construction is completed. As of September 30, 2012, construction-in-progress of $4.33 million and land use rights of $3.19 million of SD Chaoying were collateralized under a short-term loan from Changle Rural Credit Union. For the $3.19 million land use rights, $2.52 million was classified under construction-in-progress for the commercial property and the remaining $0.67 million was classified under intangible assets subject to amortization. Intangible assets included a tissue chip patent at Chaoying Biotech and $0.67 million of land use rights being put in operation for the partial completed commercial property at SD Chaoying. Effective January 1, 2002, with the adoption of the accounting guidance for Goodwill and Other Intangible Assets, intangible assets with a definite life are amortized on a straight-line basis. The patent is being amortized over its estimated life of 10 years. The land use rights classified in intangible asset is being amortized over its estimated life of 36.9 years through the maturity of the land use rights for commercial use on November 6, 2047.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Preferred Stock, Par Value Per Share	$ 1.00	$ 1.00
Preferred Stock, Shares Authorized	500,000	500,000
Common Stock, Shares Authorized	150,000,000	150,000,000
Common Stock, Shares, Issued	120,225,323	120,225,323
Common Stock, Shares, Outstanding	120,225,323	120,225,323

- Definition

Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.

+ References+ Details

- Definition

Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share.

+ References+ Details

XML 21 R17.htm IDEA: XBRL DOCUMENT

INCOME TAXES (Narrative) (Details) (USD $)	3 Months Ended	9 Months Ended
INCOME TAXES (Narrative) (Details) (USD $)	Sep. 30, 2012	Sep. 30, 2012
Income Taxes 1		33.00%
Income Taxes 2		30.00%
Income Taxes 3		3.00%
Income Taxes 4		25.00%
Income Taxes 5		33.00%
Income Taxes 6		50.00%
Income Taxes 7		50.00%
Income Taxes 8		15.00%
Income Taxes 9		15.00%
Income Taxes 10	$ 152
Income Taxes 11		$ 314

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Document and Entity Information	9 Months Ended
Document and Entity Information	Sep. 30, 2012	Nov. 14, 2012
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2012
Trading Symbol	cydi
Entity Registrant Name	Cybrdi, Inc.
Entity Central Index Key	0000019002
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		120,225,323
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3

XML 23 R18.htm IDEA: XBRL DOCUMENT

CONTINGENCIES AND LITIGATION LIABILITIES (Narrative) (Details)	9 Months Ended
	Sep. 30, 2012 USD ($)	Sep. 30, 2012 CNY
Contingencies And Litigation Liabilities 1		7,600,000
Contingencies And Litigation Liabilities 2	1,207,518
Contingencies And Litigation Liabilities 3	12	12
Contingencies And Litigation Liabilities 4	95,468
Contingencies And Litigation Liabilities 5		600,000
Contingencies And Litigation Liabilities 6	186,182
Contingencies And Litigation Liabilities 7		1,170,114
Contingencies And Litigation Liabilities 8	186,182
Contingencies And Litigation Liabilities 9		1,170,114
Contingencies And Litigation Liabilities 10	100.00%	100.00%
Contingencies And Litigation Liabilities 11	190,936
Contingencies And Litigation Liabilities 12		1,200,000
Contingencies And Litigation Liabilities 14	36,942
Contingencies And Litigation Liabilities 15		240,000

XML 24 R4.htm IDEA: XBRL DOCUMENT

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Revenue
Housing	$ 0	$ (6,519)	$ 141,953	$ (6,519)
Commercial rental	0	0	0	0
Tissue array products	129,032	153,228	341,596	390,458
Total revenue	129,032	146,709	483,549	383,939
Cost of Sales
Housing	0	58,625	123,091	58,625
Commercial rental	16,140	16,195	49,235	47,947
Tissue array products	77,895	104,848	222,329	294,172
Total cost of sales	94,035	179,668	394,655	400,744
Gross Profit	34,997	(32,959)	88,894	(16,805)
Operating Expenses:
Salaries and wages	51,279	45,581	153,839	127,157
Depreciation and amortization	37,264	37,516	112,272	110,509
Professional fees	28,529	14,268	66,264	71,376
Operating tax expenses	3,374	110	30,588	235
(Reversal) Estimated Loss from contingent liabilities	(37,910)	36,942	(37,910)	36,942
Selling and distribution expenses	1,370	6,211	4,123	16,422
Other general and administrative expenses	43,931	53,550	98,785	105,187
Bad debt expense	0	23,526	0	92,356
Total Operating Expenses	127,837	217,704	427,961	560,184
Loss from Operations	(92,840)	(250,663)	(339,067)	(576,989)
Other Income
Net interest (expense) income	(39,284)	1,328	(131,406)	3,978
Other (expense) income, net	(2,567)	(6,370)	(25,128)	(9,389)
Total Other Income, Net	(41,851)	(5,042)	(156,534)	(5,411)
Loss before Income Taxes	(134,691)	(255,705)	(495,601)	(582,400)
Income Tax Benefit (Expense)	(152)	0	(314)	0
Net loss	(134,843)	(255,705)	(495,915)	(582,400)
Net loss attributable to the noncontrolling interest	(20,955)	(61,720)	(89,280)	(114,889)
Net loss attributable to CYBRDI, INC. AND SUBSIDIARIES	$ (113,888)	$ (193,985)	$ (406,635)	$ (467,511)
Net Loss Per Common Share
Basic and Diluted	$ 0.00	$ 0.00	$ 0.00	$ (0.01)
Weighted Average Number of Shares Outstanding
Basic and Diluted	120,225,323	91,780,528	120,225,323	74,431,221

XML 25 R12.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2012
Interim Financial Statements [Policy Text Block]	1. Interim Financial Statements The unaudited consolidated financial statements of Cybrdi Inc. and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the requirements for reporting on Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. However, the information included in these interim financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The consolidated balance sheet information as of December 31, 2011 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. These interim financial statements should be read in conjunction with that report. Certain comparative amounts have been reclassified to conform to the current period's presentation. The consolidated financial statements include the accounts of Cybrdi, Inc. and its wholly-owned subsidiaries and joint ventures. All material intercompany balances and transactions have been eliminated.
Description of Business [Policy Text Block]	2. Description of Business Cybrdi, Inc. (f/k/a Certron Corporation) (the “Company” or “Cybrdi”) was incorporated on August 1, 1966, under the laws of the State of California. Until around June 2004, the Company’s business consisted of the distribution of magnetic media products, primarily blank audio and video cassettes. Due to continuing intense price competition and technological changes in the marketplace for its products, the Company lost its remaining significant customers and disposed of or wrote off its remaining inventory. As a result of these occurrences, the Company concluded that its audio and videotape businesses were no longer viable and some of its product lines were obsolete. On February 10, 2005, the Company, through a wholly-owned subsidiary, acquired all the ownership interest in Cybrdi, Inc., a privately held company incorporated in the State of Maryland ("Cybrdi Maryland"). As a result of the ownership interests of the former shareholders of Cybrdi Maryland, for financial statement reporting purposes, the transaction was treated as a reverse acquisition, with Cybrdi Maryland deemed the accounting acquirer and Certron Corporation deemed the accounting acquiree. Historical information of the surviving company is that of Cybrdi Maryland. Cybrdi Maryland was established in 2001 to acquire an interest in biogenetic products commercialization and related services entities in Asia. On March 5, 2003, Cybrdi Maryland acquired an 80% interest in Shaanxi Chao Ying Biotechnology Co., Ltd. (“Chaoying Biotech”), a sino-foreign equity joint venture established in July 2000 in the People's Republic of China (“PRC”), through the exchange of 99% of the Company’s shares to the existing shareholders of Chaoying Biotech. For financial statement reporting purposes, the merger was treated as a reverse acquisition, with Chaoying Biotech deemed the accounting acquirer and Cybrdi Maryland deemed the accounting acquiree. Chaoying Biotech is a sino-foreign equity joint venture between Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. (the "Chinese Partner”, a PRC corporation) and Immuno-Onco Genomics Inc. (the “Foreign Partner”, a USA corporation). The joint venture agreement has a 15 year operating period starting from its formation in July 2000 and it may be extended upon mutual consent. The principal activities of Chaoying Biotech are research, manufacture and sale of various high-quality tissue arrays and the related services in the PRC. Most of the Company’s activities are conducted through Chaoying Biotech. Chaoying Biotech, with its principal operations located in China, aims to take advantage of China's abundant scientific talent, low wage rates, less stringent biogenetic regulation, and the huge genetic population as it introduces its growing list of tissue micro array products. On February 10, 2005, the Company completed the merger with Cybrdi Maryland and changed its name to Cybrdi, Inc. On July 26 , 2007, Chaoying Biotech entered into an acquisition agreement with its Chinese partner, which is a principal shareholder of the company, Mr. Bai, the Company’s chief executive officer and a director is also a principal of its Chinese partner. On July 28,2007, Chaoying Biotech invested RMB15 millions (equivalent to US$1,983,078) to acquire an 83.33% equity ownership of Shandong Chaoying Culture and Entertainment Co., Ltd. (“SD Chaoying”) from its Chinese partner. SD Chaoying is a corporation organized in Shandong Province P.R.China. On September 5, 2007, Shandong government had approved this acquisition and the ownership title of SD Chaoying had been transferred to Chaoying Biotech from its Chinese partner. The future business of SD Chaoying will primarily focus on culture and entertainment, including spa activities, cosmetic and personal care, body building, gambling, catering, and lodging, etc. SD Chaoying will have a specific emphasis on casino gambling, which has been approved by Shandong Administration for Civil Affairs. As of December 31, 2009, SD Chaoying had substantially completed the construction of two residential buildings and had recognized revenue from sales of housing for 2009. The main structure of the commercial entertainment center has also been completed, except for the exterior, rooftop, the surrounding supporting projects and the community landscaping, which are expected to be completed in 2013 prior to the commencement of operations by merchant tenants if we can obtain an estimated $2.8 million to complete construction. On March 10, 2007 the Company entered into a Sales Agency Agreement with BioMax, Ltd., a reseller located in the United States. On April 29, 2011, Chaoying Biotech invested $154,732 (equivalent to RMB1 million) to restore the operation of the Institute of Shaanxi Chaoying Clinical Pathology (“IOSCCP”), a wholly-owned subsidiary established on July 31, 2003, whose main business includes pathology research and consulting, consulting and diagnostic clinical pathology and pathology-related research and development of new technologies, and basic training in pathology. Its sole shareholder has been Chaoying Biotech. However, Chaoying Biotech withdrew the original investment from IOSCCP in September 2007 as we believed that both internal and external conditions of IOSCCP were not mature at that time. In light of foreseeable benefits and new business opportunities for this entity, we resumed its business and re-invested $154,732 (equivalent to RMB1 million) in it in April 2011.
Going Concern [Policy Text Block]	3. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses and has not demonstrated the ability to generate sufficient cash flows from operations to satisfy its liabilities and sustain operations. The Company had an accumulated deficit of $2,854,278 and $2,447,643 as of September 30, 2012 and December 31, 2011, including net losses of $495,915 and $582,400 for the nine months ended September 30, 2012 and 2011, respectively. In addition, current liabilities exceeded current assets by $3,315, 503 and $2,931,175 as of September 30, 2012 and December 31, 2011, respectively. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company finances its operations primarily through short-term bank borrowings and advances from related parties and/or officers/shareholders. In order to complete the construction of SD Chaoying cultural and entertainment center, approximately $3.0 million (equivalent to RMB19 million) of capital is expected to be needed. The Company, taking into account the available banking facilities, internal financial resource, and supports from related companies, believes it has sufficient working capital to meet its present obligation for at least the next twelve months. Management is taking actions to address the company's financial condition and deteriorating liquidity position. The following sets forth management’s plans for dealing with the adverse effects of the conditions: (a) Sale of housing inventories: Proceeds to be received from the sale of the remaining housing of the two completed residential buildings are expected to amount to approximately $0.5 million. (b) Rental and management fee revenue from the cultural and entertainment center: Annual rental revenue is estimated to be approximately $0.68 million per year. Management fee revenue will be charged to commercial tenants at 3% of annual gross revenue. As of September 30, 2012, the Company has not commenced collecting rental and management fee revenue for the culture and entertainment center. (c) Additional advances from related companies and affiliates: Mr. Bai, our Chief Executive Officer, advanced $83,081 to the Company in the current period to finance operations and the costs to maintain the Company’s public status in the U.S. In addition, Shaanxi Chaoying Beauty & Cosmetics Group, which is also an affiliate, is anticipated to provide up to approximately $790,000 (equivalent to RMB5 million) of capital to support operations. Shaanxi Chaoying Beauty & Cosmetics Group advanced $12,640 for the nine-month period ended September 30, 2012 to the Company to finance its operations. The Company may require additional funds and may seek to raise such funds though public and private financings or from other sources. There is no assurance that management’s plans will be realized or the additional financing will be available at all or that, if available, such financing will be obtainable on terms favorable to the Company or that any additional financing will not be dilutive. The consolidated financial statements do not include any adjustments that might result from the outcome of those uncertainties.
Use of Estimates [Policy Text Block]	4. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.
Revenue Recognition [Policy Text Block]	5. Revenue Recognition Revenue represents the invoiced value of goods sold recognized upon the delivery of goods to customers and service income is recognized when services are provided. Deferred revenue represents the undelivered portion of invoiced value of goods sold to customers. Sales transactions not meeting all the conditions of the full accrual method are accounted for using the deposit method of accounting. Under the deposit method, all costs are capitalized as incurred, and payments received from the buyer are recorded as customer deposits.
Reverse Merger [Policy Text Block]	6. Reverse Merger On February 10, 2005, (the "Closing Date") the Company closed on an Agreement and Plan of Merger (the "Agreement") among Certron Corporation (“Certron”), a California corporation, Certron Acquisition Corp., a Maryland corporation and a wholly-owned subsidiary of Certron ("Acquisition Sub"), and Cybrdi, Inc., a Maryland corporation (“Cybrdi – Maryland”) relating to the acquisition by Certron of all of the issued and outstanding capital stock of Cybrdi -Maryland in exchange for shares of common stock of Certron that will aggregate approximately 93.8% of the issued and outstanding common stock of Certron. Pursuant to the terms of the Agreement, at the Closing Date (a) Acquisition Sub has been merged with and into Cybrdi - Maryland, with Cybrdi - Maryland being the surviving corporation, (b) the common stock of Cybrdi-Maryland has been cancelled and converted into the right to receive shares of the common stock of Certron at an exchange ratio of 1.566641609 per share. This resulted in the issuance of 47,328,263 shares of the Certron’s common stock, and (c) each share of the common stock of Acquisition Sub has been converted in to and become one share of the common stock of Cybrdi-Maryland. The share exchange has been accounted for as a reverse merger under the purchase method of accounting. Accordingly, Cybrdi, Inc. will be treated as the continuing entity for accounting purposes and the historical financial statements presented will be those of Cybrdi, Inc. In connection with the Agreement, on February 10, 2005, the Company amended its articles of incorporation to authorize the issuance of 150 million shares of common stock no par value and 500,000 shares of preferred stock, $1.00 par value per share, none of which are issued or outstanding. Concurrent with the filing of the Articles of Merger, all of the Company then existing officers and directors tendered their resignation and Yanbiao Bai was appointed as its Chairman of the Board of Directors. Mr. Bai then nominated the balance of the Board of Directors.
Income Taxes [Policy Text Block]	7. Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to the differences between the basis of assets and liabilities for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to offset future income taxes.
Contingencies [Policy Text Block]	8. Contingencies Currently we are involved in disputes, litigation and other legal proceedings. We prosecute and defend these matters aggressively. However, there are many uncertainties associated with any litigation, and we cannot assure you that these actions or other third party claims against us will be resolved without costly litigation and/or substantial settlement charges. We record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the range of loss can be reasonably estimated. However, the actual liability in any such disputes or litigation may be materially different from our estimates, which could result in the need to record additional costs.
Recent Accounting Pronouncements [Policy Text Block]	9. Recent Accounting Pronouncements The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

- Definition

Disclosure of accounting policy for completed business combinations (purchase method, acquisition method or combination of entities under common control). This accounting policy may include a general discussion of the purchase method or acquisition method of accounting (including for example, the treatment accorded contingent consideration, the identification of assets and liabilities, the purchase price allocation process, how the fair values of acquired assets and liabilities are determined) and the entity's specific application thereof. An entity that acquires another entity in a leveraged buyout transaction generally discloses the accounting policy followed by the acquiring entity in determining the basis used to value its interest in the acquired entity, and the rationale for that accounting policy.

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- Definition

Disclosure of accounting policy for commitments and contingencies, which may include policies for recognizing and measuring loss and gain contingencies.

+ References

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- Definition

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

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+ Details

- Definition

Disclosure of accounting policy for reporting when there is a substantial doubt about an entity's ability to continue as a going concern for a reasonable period of time (generally a year from the balance sheet date). Disclose: (a) pertinent conditions and events giving rise to the assessment of substantial doubt about the entity's ability to continue as a going concern for a reasonable period of time, (b) the possible effects of such conditions and events, (c) management's evaluation of the significance of those conditions and events and any mitigating factors, (d) possible discontinuance of operations, (e) management's plans (including relevant prospective financial information), and (f) information about the recoverability or classification of recorded asset amounts or the amounts or classification of liabilities. If management's plans alleviate the substantial doubt about the entity's ability to continue as a going concern, disclosure of the principal conditions and events that initially raised the substantial doubt about the entity's ability to continue as a going concern would be expected to be considered. Disclose whether operations for the current or prior years generated sufficient cash to cover current obligations, whether waivers were obtained from creditors relating to the company's default under the provisions of debt agreements and possible effects of such conditions and events, such as: whether there is a possible need to obtain additional financing (debt or equity) or to liquidate certain holdings to offset future cash flow deficiencies. Disclose appropriate parent company information when parent is dependent upon remittances from subsidiaries to satisfy its obligations.

+ References+ Details

- Definition

Disclosure of accounting policy for revenue recognition. If the entity has different policies for different types of revenue transactions, the policy for each material type of transaction is generally disclosed. If a sales transaction has multiple element arrangements (for example, delivery of multiple products, services or the rights to use assets) the disclosure may indicate the accounting policy for each unit of accounting as well as how units of accounting are determined and valued. The disclosure may encompass important judgment as to appropriateness of principles related to recognition of revenue. The disclosure also may indicate the entity's treatment of any unearned or deferred revenue that arises from the transaction.

+ References+ Details

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Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.

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CONTINGENCIES AND LITIGATION LIABILITIES

9 Months Ended

Sep. 30, 2012

CONTINGENCIES AND LITIGATION LIABILITIES [Text Block]

NOTE F – CONTINGENCIES AND LITIGATION LIABILITIES

On June 7, 2011, Weifang Shili Hesin Engineering Equipment Co., Ltd. (the “Plaintiff”) filed a complaint against SD Chaoying at the Basic People's Court of Changle County in Shandong Province, China, for alleged damages caused by SD Chaoying for not performing appropriately and completely the obligations in accordance with the agreement signed by both parties on April 28, 2011. Pursuant to the agreement, SD Chaoying agreed to transfer: (1) the rights of development, construction, and land of the #1 and #2 residential buildings for RMB7.6 million, or $1,207,518, and (2) the 12 unsold residential units in the #3 and #4 residential buildings at a price as agreed upon. As of September 30, 2012, the Plaintiff paid $95,468 (equivalent to RMB600,000) deposit as agreed upon, and prepaid $186,182 (equivalent to RMB1,170,114), both of which were recorded as Other Payables under current liabilities. Plaintiff was seeking for the discharge of the original agreement signed, the return of prepayment of $186,182 (equivalent to RMB1,170,114), repayment of the deposit plus 100% penalty, totaling $190,936 (equivalent to RMB1,200,000), and for attorneys’ fees and costs. The Company disputed Plaintiff’s claim for a land use right certificate of underlying construction base of the #1 and #2 residential buildings, which certificate was inseparable from other part of the land and was not specifically stated in the agreement. The Company also disputed Plaintiff’s entitlement to the amounts claimed and instructed the Company’s legal counsel to contest the action, while concurrently pursuing opportunities for reasonable settlement. The case went to trial on July 7, 2011. On November 15, 2011, the Basic People's Court of Changle County pronounced its judgment against Plaintiff and that SD Chaoying had no liability. However, the plaintiff still has a right to appeal the judgment to the Intermediate Court in Weifang City, Shandong Province, China within 15 days after receiving verdict from the court. The verdict was released by the court on March 23, 2012. An appeal was filed on April 6, 2012 by the Plaintiff after the verdict was released. The court session for the appeal was held on May 16, 2012 at Intermediate Court in Weifang City, Shandong Province, China. On July 16, 2012, the Intermediate Court in Weifang City pronounced its judgment against Plaintiff and that SD Chaoying had no liability. The litigation is subject to a final adjudication. The decision is a final adjudication by the courts in China. Hence, the estimated contingent liabilities of approximately $36,942 (or RMB240,000) recorded in other payable as of December 31, 2011 have been reversed in current quarter this year.

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LIABILITIES (Narrative) (Details)	9 Months Ended
LIABILITIES (Narrative) (Details)	Sep. 30, 2012 USD ($)	Sep. 30, 2012 CNY
Liabilities 1	$ 5,778,652
Liabilities 2	4,929,385
Liabilities 3	849,267
Liabilities 4	1,511,584
Liabilities 5		9,500,000
Liabilities 6	7.96%	7.96%
Liabilities 7	50.00%	50.00%
Liabilities 8	1,511,584
Liabilities 9		9,500,000
Liabilities 10	12.00%	12.00%
Liabilities 11	3,190,000
Liabilities 12	4,330,000
Liabilities 13		27,210,000
Liabilities 14	3,190,000
Liabilities 15	2,520,000
Liabilities 16	670,000
Liabilities 17	159,114
Liabilities 18		1,000,000
Liabilities 19	2.00%	2.00%
Liabilities 20	$ 1,839,454

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details)	9 Months Ended
	Sep. 30, 2012 USD ($)	Sep. 30, 2012 CNY
Basis Of Presentation And Summary Of Significant Accounting Policies 1	80.00%	80.00%
Basis Of Presentation And Summary Of Significant Accounting Policies 2	99.00%	99.00%
Basis Of Presentation And Summary Of Significant Accounting Policies 3	15	15
Basis Of Presentation And Summary Of Significant Accounting Policies 4		15
Basis Of Presentation And Summary Of Significant Accounting Policies 5	1,983,078
Basis Of Presentation And Summary Of Significant Accounting Policies 6	83.32%	83.32%
Basis Of Presentation And Summary Of Significant Accounting Policies 7	2,800,000
Basis Of Presentation And Summary Of Significant Accounting Policies 8	154,732
Basis Of Presentation And Summary Of Significant Accounting Policies 9		1,000,000
Basis Of Presentation And Summary Of Significant Accounting Policies 10	154,732
Basis Of Presentation And Summary Of Significant Accounting Policies 11		1,000,000
Basis Of Presentation And Summary Of Significant Accounting Policies 12	2,854,278
Basis Of Presentation And Summary Of Significant Accounting Policies 13	2,447,643
Basis Of Presentation And Summary Of Significant Accounting Policies 14	495,915
Basis Of Presentation And Summary Of Significant Accounting Policies 15	582,400
Basis Of Presentation And Summary Of Significant Accounting Policies 16	3,315
Basis Of Presentation And Summary Of Significant Accounting Policies 18	2,931,175
Basis Of Presentation And Summary Of Significant Accounting Policies 19	3,000,000
Basis Of Presentation And Summary Of Significant Accounting Policies 20		19,000,000
Basis Of Presentation And Summary Of Significant Accounting Policies 21	500,000
Basis Of Presentation And Summary Of Significant Accounting Policies 22	680,000
Basis Of Presentation And Summary Of Significant Accounting Policies 23	3.00%	3.00%
Basis Of Presentation And Summary Of Significant Accounting Policies 24	83,081
Basis Of Presentation And Summary Of Significant Accounting Policies 25	790,000
Basis Of Presentation And Summary Of Significant Accounting Policies 26		5,000,000
Basis Of Presentation And Summary Of Significant Accounting Policies 27	12,640
Basis Of Presentation And Summary Of Significant Accounting Policies 28	93.80%	93.80%
Basis Of Presentation And Summary Of Significant Accounting Policies 29	1.566641609	1.566641609
Basis Of Presentation And Summary Of Significant Accounting Policies 30	47,328,263	47,328,263
Basis Of Presentation And Summary Of Significant Accounting Policies 31	150,000,000	150,000,000
Basis Of Presentation And Summary Of Significant Accounting Policies 32	500,000	500,000
Basis Of Presentation And Summary Of Significant Accounting Policies 33	$ 1

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ASSETS (Narrative) (Details)	9 Months Ended
ASSETS (Narrative) (Details)	Sep. 30, 2012 USD ($)	Sep. 30, 2012 CNY
Assets 1	$ 1,613,882
Assets 2	8,770,917
Assets 3	488,243
Assets 4		29,300,000
Assets 5	4,652,640
Assets 6		7,300,000
Assets 7	1,159,190
Assets 8	0
Assets 9	95,468
Assets 10	182,214
Assets 11	8.00%	8.00%
Assets 12	5.00%	5.00%
Assets 13	10	10
Assets 14	20	20
Assets 15	5	5
Assets 16	6,854,861
Assets 17	4,330,000
Assets 18	3,190,000
Assets 19	3,190,000
Assets 20	2,520,000
Assets 21	670,000
Assets 22	$ 670,000
Assets 23	10	10
Assets 24	36.9	36.9

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STOCKHOLDERS EQUITY (Narrative) (Details)	9 Months Ended
STOCKHOLDERS EQUITY (Narrative) (Details)	Sep. 30, 2012 USD ($)	Sep. 30, 2012 CNY
Stockholders Equity 1	1.566641609	1.566641609
Stockholders Equity 2	47,328,263	47,328,263
Stockholders Equity 3	120,225,323	120,225,323
Stockholders Equity 4	120,225,323	120,225,323
Stockholders Equity 5	$ 4,606,147
Stockholders Equity 6	1,091,375
Stockholders Equity 7	20.00%	20.00%
Stockholders Equity 8	16.67%	16.67%
Stockholders Equity 9	12,000,000	12,000,000
Stockholders Equity 10	3,300,000	3,300,000
Stockholders Equity 11	306,000
Stockholders Equity 12	$ 0.02
Stockholders Equity 13	605,723
Stockholders Equity 14		3,920,000
Stockholders Equity 15	169,973
Stockholders Equity 16		1,100,000
Stockholders Equity 17	54,468,756	54,468,756
Stockholders Equity 18	$ 0.008

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (406,635)	$ (467,511)
Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities:
Depreciation and amortization	186,564	204,650
Bad debt expense	0	92,356
(Reversal) Estimated Loss from contingent liabilities	(37,910)	36,942
Minority interest	(89,280)	(114,889)
Changes in Operating Assets and Liabilities:
Accounts receivable	(12,299)	(5,064)
Inventories	101,427	56,637
Other receivable and prepaid expenses	242	(11,917)
Accounts payable and other current liabilities	142,364	418,117
Deferred revenue	10,360	86,087
Customer deposits	(97,628)	29,344
Net Cash (Used in) Provided by Operating Activities	(202,795)	324,752
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from repayments of loan to affiliated companies	0	135,828
Advance for loan to affiliated companies	(3,159)	0
Purchase of property, plant, and equipment	(8,151)	(87,955)
Payments for construction in progress	(61,970)	(520,285)
Net Cash Used in Investing Activities	(73,280)	(472,412)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans from related companies	69,502	116,984
Proceeds from shareholders/officers	168,060	163,593
Repayments of loan from shareholders/officers	(252,734)	0
Net Cash (Used in) Provided by Financing Activities	(15,172)	280,577
NET INCREASE(DECREASE) IN CASH & CASH EQUIVALENTS	(291,247)	132,917
EFFECT OF EXCHANGE RATE CHANGE ON CASH & CASH EQUIVALENTS	(1,558)	22,975
CASH & CASH EQUIVALENTS, BEGINNING BALANCE	781,048	585,020
CASH & CASH EQUIVALENTS, ENDING BALANCE	488,243	740,912
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	106,207	146,921
Income taxes paid	$ 853	$ 0

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INCOME TAXES

9 Months Ended

Sep. 30, 2012

INCOME TAXES [Text Block]

NOTE E – INCOME TAXES

Under the Enterprise Income Tax (“EIT”) of the PRC, prior to 2007, Chinese enterprises are generally subject to an income tax at an effective rate of 33% ( 30% statutory income taxes plus 3% local income taxes) on income reported in the statutory financial statements after appropriate tax adjustments, unless the enterprise is located in a specially designated region for which more favorable effective tax rates are applicable. Beginning on January 1, 2008, the new EIT law has replaced the existing laws for Domestic Enterprises (“DEs”) and Foreign Invested Enterprises (“FIEs”). The new standard EIT rate of 25% will replace the 33% rate previously applicable to both DES and FIEs. The two year tax exemption, six year 50% tax reduction and tax holiday for production-oriented FIEs will be eliminated. According to the Western Developing Plan implemented by the PRC Government, Chaoying Biotech is entitled to a 50% reduction in EIT of preferential policy, but not less than 15%. As a result, Chaoying Biotech’s effective EIT tax rate has been 15% since 2008.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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