10-Q 1 v185323_10q.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
(Mark One)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended: March 31, 2010
 
or
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________
 
Commission File Number:  333-157346
 
China Agri-Business, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland
 
20-3912942
State or other jurisdiction of incorporation or organization
 
(I.R.S. Employer Identification No.)
     
In the People’s Republic of China:
Building 2, Unit 1, 15th Floor
Ling Xian Xin Cheng, 86 Gaoxin Road
Hi-Tech Industrial Development Zone
Xian, Shaanxi, China 710065
 
In the United States:
11 East 86th Street
New York, New York 10028
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code:
In the People’s Republic of China: (86) 029-68596556
In the United States: (212) 348-5600
 
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 o
 
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 o No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
 
Accelerated filero
     
Non-accelerated filero
(Do not check if a smaller reporting company)
 
Smaller reporting companyx
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
 
The number of shares outstanding of the Company’s common stock as of May 14, 2010 was 12,958,574.
 

 
CHINA AGRI-BUSINESS, INC.
 
TABLE OF CONTENTS
 
PART I — FINANCIAL INFORMATION
   
Item 1.
Financial Statements.
 
1
 
Condensed Consolidated Balance Sheets as of March 31, 2010 (Unaudited) and December 31, 2009
 
1
 
Condensed Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 2010 and 2009 (Unaudited)
 
2
 
Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2010 (Unaudited) and for the year ended December 31, 2009
 
3
 
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009 (Unaudited)
 
4
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
 
5
       
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
20
Item 3.
Quantitative and Qualitative Disclosures about Market Risk.
 
27
Item 4(T).
Controls and Procedures.
 
27
PART II — OTHER INFORMATION
   
Item 1.
Legal Proceedings.
 
28
Item 1A.
Risk Factors.
 
28
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
 
28
Item 3.
Defaults upon Senior Securities.
 
28
Item 4.
(Removed and Reserved).
 
28
Item 5.
Other Information.
 
28
Item 6.
Exhibits.
 
28

 
 

 

PART I  — FINANCIAL INFORMATION
 
Item 1.                      Financial Statements.
 
China Agri-Business, Inc.
Condensed Consolidated Balance Sheets
 
   
March 31,
   
December 31,
 
   
2010
   
2009
 
   
(Unaudited)
       
Assets
           
Current Assets
           
Cash and cash equivalents
  $ 9,412,048     $ 9,625,657  
Accounts receivable, net of allowance for doubtful accounts of $12,533 and  $8,300, respectively
    39,349       28,310  
Inventory
    221,775       138,253  
Other receivables
    7,911       7,911  
Prepaid expenses
    15,351       25,396  
Total Current Assets
    9,696,434       9,825,527  
Property, plant and equipment, net of accumulated depreciation of $215,046 and $202,921, respectively
    625,239       337,995  
Investment in Tienwe Technology
    879,000       879,000  
Deferred financing costs, net of accumulated amortization of $159,648 and $134,550, respectively
    47,634       72,732  
Intangible assets, net of accumulated amortization of $13,536 and $13,115, respectively
    120,503       3,724  
Total Assets
  $ 11,368,810     $ 11,118,978  
Liabilities and Stockholders' Equity
               
Current Liabilities
               
Current portion of long-term debt
  $ 8,923     $ 8,779  
Current portion of convertible notes, net of unamortized debt discounts of $47,969 and $72,499, respectively
    452,031       427,501  
Accounts payable and accrued liabilities
    182,406       286,128  
Total Current Liabilities
    643,360       722,408  
                 
Long Term Liabilities
               
Long-term debt
    103,333       105,618  
Total Long Term Liabilities
    103,333       105,618  
                 
Total Liabilities
    746,693       828,026  
                 
Stockholders' Equity
               
Undesignated preferred stock, par value $.001 per share; authorized 4,900,000 shares; none issued
    -       -  
Common stock, par value $.001 per share; authorized 100,000,000 shares, issued and outstanding 12,958,574 and 12,958,574, respectively
    12,959       12,959  
Additional paid-in capital
    4,370,212       4,370,212  
Retained earnings
    5,040,281       4,708,473  
Accumulated other comprehensive income
    1,198,665       1,199,308  
Total stockholders' equity
    10,622,117       10,290,952  
Total Liabilities and Stockholders' Equity
  $ 11,368,810     $ 11,118,978  
   
The accompanying notes are an integral part of these financial statements.
 
 
 
1

 
 
China Agri -Business, Inc.
Condensed Consolidated Statements of Income and Comprehensive Income
(Unaudited)
 
   
For The Three Months Ended March 31,
 
   
2010
   
2009
 
Sales of products
  $ 1,540,941     $ 469,572  
Cost of goods sold
    865,118       146,242  
Gross profit
    675,823       323,330  
                 
Selling, general and administrative expenses
    295,259       164,351  
Income from operations
    380,564       158,979  
Interest and other income
    6,479       4,519  
Interest expense
    (55,235 )     (56,582 )
Income before income taxes
    331,808       106,916  
Income taxes
    -       -  
Net income
  $ 331,808     $ 106,916  
                 
Earnings per common share:
               
Basic
  $ 0.03     $ 0.01  
Diluted
  $ 0.02     $ 0.01  
                 
                 
Weighted average number of common shares used to compute earnings per common share:
         
Basic
    12,958,574       12,958,574  
Diluted
    13,958,574       13,958,574  
                 
Comprehensive Income:
               
Net income
  $ 331,808     $ 106,916  
Other comprehensive income - foreign currency translation adjustment
    (643 )     (11,032 )
Comprehensive Income
  $ 331,165     $ 95,884  

The accompanying notes are an integral part of these financial statements.
 
 
2

 
 
China Agri -Business, Inc.
Condensed Consolidated Statements of Stockholders' Equity
For the Three Months Ended March 31, 2010 (Unaudited) and the Year Ended December 31, 2009
 
   
Common Stock Shares
   
Common Stock Amount
   
Additional Paid-in Capital
   
Retained
Earnings
   
Accumulated Other Comprehensive Income
   
Total
 
Balance, December 31, 2008
    12,958,574     $ 12,959     $ 4,369,786     $ 3,654,212     $ 1,185,676     $ 9,222,633  
Fair value of additional warrants issued to Placement Agent
    -       -       426       -       -       426  
Net income for the year ended December 31, 2009
    -       -       -       1,054,261       -       1,054,261  
Foreign currency translation adjustment
    -       -       -       -       13,632       13,632  
Balance, December 31, 2009
    12,958,574       12,959       4,370,212       4,708,473       1,199,308       10,290,952  
Net income for the three months ended March 31, 2010 (Unaudited)
    -       -       -       331,808       -       331,808  
Foreign currency translation adjustment
    -       -       -       -       (643 )     (643 )
Balance, March 31, 2010 (Unaudited)
    12,958,574     $ 12,959     $ 4,370,212     $ 5,040,281     $ 1,198,665     $ 10,622,117  

The accompanying notes are an integral part of these financial statements.

 
3

 
 
China Agri -Business, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
   
For the Three Months Ended March 31,
 
   
2010
   
2009
 
Operating activities
           
 Net income
  $ 331,808     $ 106,916  
 Adjustments to reconcile net income to net cash
               
provided by operating activities:
               
Provision for (reduction in) allowance for doubtful accounts
    4,233       70  
Depreciation of property, plant and equipment
    12,125       10,262  
Amortization of intangible assets and deferred financing costs
    25,519       30,421  
Amortization of debt discount and fair value of warrants
    24,530       25,458  
 Changes in operating assets and liabilities:
               
(Increase) / decrease in accounts receivable
    (15,272 )     7,221  
Increase in inventory
    (83,522 )     (18,104 )
(Increase) / decrease in prepaid expenses
    10,045       (7,096 )
Decrease in accounts payable and accrued liabilities
    (103,722 )     (18,306 )
Net cash provided by operating activities
    205,744       136,842  
                 
Investing activities
               
Proceeds from return of unused manufacturing equipment and production rights to respective vendors for cash equal to the asset's current Company book value
    -       131,760  
Purchase of equipment
    (299,369 )     (608 )
Purchase of products rights
    (117,200 )     -  
Net cash provided / (used) in investing activities
    (416,569 )     131,152  
 
               
Financing activities
               
Repayment of long-term debt
    (2,141 )     -  
Net cash (used in) financing activities
    (2,141 )     -  
Effect of exchange rate changes on cash and cash equivalents
    (643 )     (9,664 )
Increase / (decrease) in cash and cash equivalents
    (213,609 )     258,330  
Cash and cash equivalents, beginning of period
    9,625,657       8,312,636  
Cash and cash equivalents, end of period
  $ 9,412,048     $ 8,570,966  
                 
Supplemental Disclosures of Cash Flow Information:
               
Interest paid
  $ 1,857     $ -  
Income taxes paid
  $ -     $ -  
 
The accompanying notes are an integral part of these financial statements.
 
 
4

 
 
CHINA AGRI-BUSINESS, INC AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

China Agri-Business, Inc. (“China Agri”) was incorporated in the State of Maryland on December 7, 2005.  On October 31, 2006, China Agri effectuated a 2.032 to 1 forward stock split.  All share and per share amounts have been retroactively adjusted to reflect the stock split.

China Agri is a holding company with no operations other than acting as a holding company for its wholly owned subsidiary, Mei Xin Agri Technology (Shaanxi) Co., Ltd. (“Meixin”), a limited liability company and a wholly-owned foreign enterprise (“WOFE”) organized under the laws of the People’s Republic of China (the “PRC”) on March 24, 2006. Meixin acts as a management company for our operating business in the PRC, Shaanxi Xin Sheng Centennial Agricultural and Technology Co., Ltd. (“Xinsheng”), a corporation formed under the laws of the PRC on April 22, 2002, in accordance with the terms of a management entrustment agreement between Meixin and Xinsheng. Meixin controls Xinsheng's business and management, and is entitled to the proceeds of Xinsheng's business and is obligated to fund Xinsheng’s operations, including any losses. China Agri and Meixin do not own any equity rights in Xinsheng.

Pursuant to a Management Entrustment Agreement dated April 18, 2006 between Meixin and Xinsheng, and a Stock Purchase Agreement dated April 22, 2006 between China Agri and Xinsheng (collectively, the “Transaction”), China Agri issued 10,950,897 shares of China Agri common stock, representing approximately 89% of the 12,278,774 shares of China Agri common stock outstanding immediately after the Transaction, to a trustee of a trust for the benefit of the Xinsheng stockholders.  The Transaction was accounted for as a “reverse merger”, since the stockholders of Xinsheng owned a majority of China Agri’s common stock immediately following the Transaction.  Xinsheng was deemed to be the acquirer in the reverse merger.  Consequently, the assets and liabilities and the historical operations that are reflected in the financial statements prior to the Transaction are those of Xinsheng and are recorded at the historical cost basis of Xinsheng, and the consolidated financial statements after completion of the Transaction include the assets and liabilities of China Agri, Meixin, and Xinsheng (collectively, the “Company”), historical operations of Xinsheng, and operations of China Agri and Meixin from the date of the Transaction.

China Agri-Business, Inc., through its operating company in China, manufactures and sells non-toxic fertilizer, bactericide and fungicide products used for farming in the People’s Republic of China (the “PRC”). Crops grown with our products are eligible to qualify for the “AA Green Food” rating administered by the China Green Food Development Center, an agency under the jurisdiction of the Ministry of Agriculture of the PRC.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”).
 
Principles of Consolidation

The consolidated financial statements include the accounts of China Agri, Meixin and Xinsheng. All significant intercompany accounts and transactions have been eliminated in consolidation.
 
5

 
Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, net, other receivables, accounts payable and accrued liabilities, long-term debt, and convertible notes, net.  The fair value of these financial instruments approximate their carrying amounts reported in the consolidated balance sheets due to the short term maturity of these instruments or by comparison to other instruments with similar terms.

Foreign Currency Transactions and Comprehensive Income

The functional currency of China Agri is the United States dollar.  The functional currency of Xinsheng and Meixin is the RMB.  The reporting currency of the Company is the United States dollar.

The assets and liabilities of Xinsheng and Meixin are translated into United States dollars at period-end exchange rates ($0.1465 and $0.1465 at March 31, 2010 and December 31, 2009, respectively).  The revenues and expenses are translated into United States dollars at average exchange rates for the period ($0.1465 and $0.1463 for the three months ended March 31, 2010 and 2009, respectively).  Resulting translation adjustments are recorded as a component of accumulated other comprehensive income within stockholders’ equity.

Transaction gains or losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the consolidated results of operations.  There are no material foreign currency transaction gains or losses for the three months ended March 31, 2010 and 2009.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make certain 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 periods. Actual results could differ from those estimates, and such differences may be material to the financial statements.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, cash on deposit with banks, and highly liquid debt investments with a maturity of three months or less when purchased.

Inventory

Inventory is stated at the lower of cost (first-in, first-out method) or market.

Property, Plant and Equipment, Net

Property, plant and equipment is stated at cost less accumulated depreciation.  Depreciation is calculated on a straight-line basis over the estimated useful lives of the respective assets.

6

 
Intangible and Other Long-Lived Assets, Net

Intangible and other long-lived assets are stated at cost, less accumulated amortization and impairments.  The intangible assets are being amortized over their expected useful economic lives ranging from 5 to 10 years.

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable.  When these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition.  If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets.

Revenue Recognition

Sales of products are recorded when title passes to the customer, which is generally at time of shipment.  The Company performs ongoing credit evaluations of its customers’ financial condition, but generally does not require collateral to support customer receivables.  The credit risk is controlled through credit approvals, limits and monitoring procedures.  The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other factors.  Accounts receivable are charged against the allowance for doubtful accounts once all collection efforts have been exhausted.  The Company does not routinely permit customers to return product.

Freight and other transportation costs are included in cost of goods sold.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) topic 718-10, Stock Compensation (formerly, SFAS 123(R), “Accounting for Stock-Based Compensation”).

In addition to requiring supplemental disclosures, FASB ASC 718, Compensation – Stock Compensation, addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. FASB ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions.

References to the issuances of restricted stock refer to stock of a public company issued in private placement transactions to individuals who are eligible to sell all or some of their shares of restricted Common Stock pursuant to Rule 144, promulgated under the Securities Act of 1933 (“Rule 144”), subject to certain limitations. In general, pursuant to Rule 144, a stockholder who is not an affiliate and has satisfied a six-month holding period may sell all of his restricted stock without restriction, provided that the Company has current information publicly available. Rule 144 also permits, under certain circumstances, the sale of restricted stock, without any limitations, by a non-affiliate of the Company that has satisfied a one-year holding period.

7


Advertising

Advertising costs include advance payments to our Super Chain Sales Partner stores (to be used for signage and store display). The Company expenses advertising costs as incurred in accordance with ASC 720-35, “Advertising Costs.” For the three months ended March 31, 2010 and 2009, advertising expenses were $12,480 and $5,584, respectively.

Research and Development

In accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”) (formerly, SFAS No. 2, “Accounting For Research and Development Costs”), the Company expenses all research and development costs as incurred. Research and development expenses for the three months ended March 31, 2010 and 2009 were $10,988 and $0, respectively.

Segment Information

ASC 280-10 (formerly, SFAS No. 131, “Disclosure About Segments of and Enterprise and Related Information”), requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenues, and its major customers. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

Income Taxes

The Company accounts for income taxes using the asset and liability method described in ASC 740-10 (formerly, SFAS No. 109, “Accounting For Income Taxes”), the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax bases of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.  A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Xinsheng is governed by the Income Tax Laws of the PRC. Pursuant to the PRC relevant laws and regulations and tax law, Xinsheng is exempt from income tax.

Earnings (Loss) Per Common Share

The Company has adopted ASC 260-10 (formerly, SFAS No. 128, “Earnings per Share” (“EPS”)), which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.

Basic earnings (loss) per common share are computed on the basis of the weighted average number of common shares outstanding during the period.

Diluted earnings (loss) per common share are computed similarly to basic earnings per common share except that it includes the dilutive securities (convertible notes and warrants) outstanding and potential dilution that could occur if dilutive securities were converted.  Dilutive securities having an anti-dilutive effect on diluted earnings (loss) per common share are excluded from the calculation.

8

 
A reconciliation of net income (the numerator) used to compute basic and diluted earnings per common share for the three months ended March 31, 2010 and 2009 follows:

   
March 31,
 
   
2010
   
2009
 
   
(Unaudited)
   
(Unaudited)
 
Net income (used to compute basic EPS)
  $ 331,808     $ 106,916  
Add back interest expense on convertible notes - see Note 9
    3,750       3,750  
Net income (used to compute diluted EPS)
  $ 335,558     $ 110,666  
 
A reconciliation of the weighted average number of common shares (the denominator) used to compute basic and diluted earnings per common share for the three months ended March 31, 2010 and 2009 follows:

   
March 31,
 
   
2010
   
2009
 
   
(Unaudited)
 
(Unaudited)
 
Weighted average number of common shares outstanding (used to compute basic EPS)
    12,958,574       12,958,574  
Assumed conversion of convertible notes - see Note 9
    1,000,000       1,000,000  
Weighted average number of common shares outstanding and dilutive common stock equivalents outstanding (used to compute diluted EPS)
    13,958,574       13,958,574  
 
The Company uses the treasury stock method to account for the dilutive effect of unexercised warrants on diluted earnings per common share. Antidilutive common shares related to warrants excluded from the computation of diluted earnings per common share were 1,378,580 and 1,387,580 for the three months ended March 31, 2010 and 2009, respectively.
 
Recently Adopted Accounting Standards
 
In February 2010, the Company adopted an amendment to previously adopted accounting guidance on subsequent event disclosure, which established standards of accounting for and disclosure of events or transactions that occur after the balance sheet date but before financial statements are issued or available to be issued. Under the amended guidance, the Company is no longer required to disclose the date through which subsequent events have been evaluated. The adoption of this requirement did not have a material impact on the Company’s financial condition or results of operations.
 
Recently Issued Accounting Standards
 
In January 2010, the Financial Accounting Standards Board issued guidance which expands the required disclosures about fair value measurements. This guidance requires disclosures about transfers of investments between levels in the fair value hierarchy and disclosures relating to the reconciliation of fair value measurements using significant unobservable inputs (level 3 investments). This guidance is effective for the Company as of January 1, 2011. The adoption of this guidance is not expected to have a material impact on the Company’s financial condition or results of operations.

Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s consolidated financial position and results of operations from adoption of these standards is not expected to be material.
 
9

 
NOTE 3 – INTERIM FINANCIAL STATEMENTS

The unaudited condensed consolidated financial statements as of March 31, 2010 and for the three months ended March 31, 2010 and 2009 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of March 31, 2010 and the results of operations and cash flows for the three months ended March 31, 2010 and 2009. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three month periods ended March 31, 2010 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2010. The balance sheet at December 31, 2009 has been derived from the audited consolidated financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2009 included in our Form 10-K filed April 15, 2010.
 
NOTE 4 – INVENTORY
 
Inventory consists of:
 
March 31,
   
December 31,
 
   
2010
   
2009
 
   
(Unaudited)
       
Raw materials
  $ 126,351     $ 85,989  
Finished goods
    24,358       13,419  
Purchased fertilizers for resale in direct sale stores and branded stores
    75,481       40,852  
Other
    2,444       2,444  
Allowance for slow moving and obsolete items
    (6,859 )     (4,451 )
Total inventory
  $ 221,775     $ 138,253  
 
10

 
NOTE 5 – PROPERTY, PLANT AND EQUIPMENT, NET
 

Property, plant and equipment, net, consist of:
 
   
March 31,
   
December 31,
 
   
2010
   
2009
 
   
(Unaudited)
       
Building
  $ 263,727     $ 263,727  
Transportation equipment
    227,644       222,986  
Machinery and electronic equipment
    345,408       50,697  
Office equipment
    3,506       3,506  
      840,285       540,916  
Less accumulated depreciation
    (215,046 )     (202,921 )
Property, plant and equipment, net
  $ 625,239     $ 337,995  
 
In August 2009, Xinsheng acquired a building in Shannxi, China containing approximately 3,800 square feet of space for $244,073 (1,665,783 RMB). $126,873 (865,783 RMB) of the purchase price was paid in cash and the remaining $117,200 (800,000 RMB) was financed through a 10 year mortgage (see Note 10). For legal expediency reasons, the property and mortgage were acquired in the name of the Company’s Chairman of the Board of Directors.

In the first quarter of 2010, the Company acquired additional machinery and equipment from a vendor for $293,000 (2,000,000 RMB).

Depreciation expense was $12,125 and $10,262 for the three months ended March 31, 2010 and 2009, respectively. In the first quarter of 2009, the Company returned certain unused manufacturing equipment to the original vendor for $94,428, an amount equal to the net book value of the equipment.
 
NOTE 6 – INVESTMENT IN TIENWE TECHNOLOGY INC

On July 29, 2005, Xinsheng acquired a 13.95% equity interest in Tienwe Technology Inc. (“Tienwe”), a PRC company, for 6,000,000 RMB ($879,000 and $879,000 translated at the March 31, 2010 and December 31, 2009 exchange rate, respectively). The investment is carried at cost. Tienwe shares are not quoted or traded on any securities exchange or in any recognized over-the-counter market; accordingly, it is not practicable to estimate the fair value of the investment. Tienwe sells aerospace products to military industry customers.
 
NOTE 7 – DEFERRED FINANCING COSTS

Deferred financing costs, which are being amortized as interest expense over the two year term of the convertible notes payable due September 29, 2010, consist of:
 
   
March 31,
   
December 31,
 
   
2010
   
2009
 
   
(Unaudited)
       
Placement Agent commissions
  $ 40,000     $ 40,000  
Placement Agent expense allowance
    25,000       25,000  
Fair value of Placement Agent warrants
    19,920       19,920  
Legal and other fees
    122,362       122,362  
Total
    207,282       207,282  
Less: accumulated amortization
    (159,648 )     (134,550 )
Deferred Financing Costs, end of period
  $ 47,634     $ 72,732  
 
11

 
NOTE 8 – INTANGIBLE ASSETS, NET

Intangible assets, net, consist of:
 
   
March 31,
   
December 31,
 
   
2010
   
2009
 
   
(Unaudited)
       
Product rights
  $ 117,200     $ -  
Patent
    14,650       14,650  
Trademark
    2,189       2,189  
Total
    134,039       16,839  
Less accumulated amortization
    (13,536 )     (13,115 )
Intangible assets, net
  $ 120,503     $ 3,724  
 
The product rights which were acquired by Xinsheng in December 2006 from an unrelated third party for approximately $90,000 related to nine registered fertilizer products.  In the first quarter of 2009, the Company returned three of these products rights to the original vendor for $37,332, an amount equal to the net book value of the respective assets.  During the fourth quarter of 2009, the Company determined that the remaining six products rights were worthless. Accordingly, the Company wrote off products rights of $52,740 and related accumulated amortization of $43,950 and recognized a loss on impairment of product rights of $8,685 and a foreign exchange translation adjustment charge of $105.

In the first quarter of 2010, the Company acquired additional product rights for $117,200 (800,000 RMB). These rights will be amortized over their expected useful economic lives of 10 years.

The patent was acquired by Xinsheng in 2002 from three related parties (one of the parties was an officer, director and significant stockholder of the Company at the time of the exchange) in exchange for a total of 16.67% of the issued and outstanding shares of Xinsheng common stock. The patent (and contributed capital) at the date of the exchange on April 22, 2002 has been reflected at the transferors’ cost. The patent is for Zero-tillage Fertilizing Equipment (PRC Patent Number 330398), which is a type of seeding machine, the use of which reduces soil erosion.

Estimated amortization expense for each of the Company’s succeeding years ending March 31, 2011, 2012, 2013, 2014 and 2015 is $13,404, $12,996, $11,773, $11,773 and $11,773, respectively.
 
12

 
NOTE 9 – CONVERTIBLE NOTES PAYABLE, NET

Convertible notes payable, net, consist of:
 
   
March 31,
   
December 31,
 
   
2010
   
2009
 
   
(Unaudited)
       
Convertible notes - face amount
  $ 500,000     $ 500,000  
Less:
               
Debt discount attributable to the relative fair value of warrants
    (149,615 )     (149,615 )
Debt discount attributable to the intrinsic value of the beneficial conversion feature
    (49,615 )     (49,615 )
Add accumulated amortization of debt discounts
    151,261       126,731  
Convertible notes payable, net
  $ 452,031     $ 427,501  
 
On September 29, 2008, the Company completed the sale of 3% unsecured convertible notes in an aggregate principal amount of $500,000, and Series C warrants to purchase 500,000 shares of common stock, to two accredited investors. The Company received net proceeds of $431,500 after the deduction of Placement Agent commissions of $40,000, Placement Agent expense allowance of $25,000, and an escrow agent fee of $3,500.
 
The Notes mature two years from the date of issuance and bear interest at the rate of 3% per annum, payable annually in cash or in shares of common stock, subject to approval of the holder. Overdue interest shall bear interest at the rate of 15% per annum. Overdue principal shall bear interest at the rate of 8% per annum. The Notes are convertible at the option of the holder into the common stock of the Company at an initial conversion price of $0.50 per share. The conversion price is subject to adjustment upon the occurrence of stock splits, combinations, dividends and subsequent offerings.

The Series C warrants have a term of three years and are exercisable into shares of common stock at an exercise price of $1.50 per share. Upon exercise of a Series C warrant, in addition to receiving shares of common stock, each Series C warrant holder shall be issued a Series D warrant to purchase additional shares of common stock in an amount equal to the number of Series C warrants exercised. The Series D warrants, if issued shall have a term of three years and an exercise price of $2.00 per share. The exercise price of the warrants is subject to adjustment upon the occurrence of stock splits, combinations, dividends and subsequent offerings, as set forth in the warrants. No Series D warrants have been issued as of the date of this filing.

The Company shall have the right to prepay the Notes at 110% of the outstanding principal amount any time prior to the maturity date and upon 30 days prior written notice to the holders. The Company may call for the termination of any unexercised portion of the Series C warrants upon consummation of a subsequent offering by the Company of not less than $7,500,000 in gross proceeds and upon 30 days written notice to the holders. Upon termination of any unexercised Series C warrants, the warrant holders would not receive any Series D warrants, any shares underlying the Series C or Series D warrants, or any other securities.
 
13

 
In connection with the transaction, the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) within 60 days following the final closing date. In addition, if the registration statement was not declared effective within 120 days from the filing date, the Company was subject to monthly cash liquidated damages payments equal to 2% of the purchase price paid by each investor, subject to a maximum of 24%. On February 13, 2009, the Company filed a registration statement on Form S-1 to register the shares underlying the convertible notes and warrants. In response to SEC comment letters, the Company filed amendments to the registration statement on Form S-1. The Company and the investors entered into agreements extending the date that the Form S-1 was required to become effective to October 30, 2009. The registration statement on Form S-1 was declared effective on November 16, 2009. The Company accrued $734 in liquidated damages under the registration rights agreement payable to the investors as of March 31, 2010.

The Company recorded the $149,615 relative fair value of the warrants ($78,136 for the Series C warrants; $71,479 for the Series D warrants) and the $49,615 intrinsic value of the beneficial conversion feature as additional paid in capital.

The $149,615 fair value of the Series C and Series D warrants was calculated using a Black-Scholes option pricing model and the following assumptions: risk-free interest rate of 2.26%; expected stock price volatility of 130.69%; stock price of $0.40 per share; exercise price of $1.50 per share for the Series C warrants and $2.00 per share for the Series D warrants; and term of 3 years.

In connection with the private placement, the placement agent received warrants to purchase 80,000 shares of the Company’s common stock at an exercise price of $1.00 per share for a term of three years. The $19,920 fair value of these warrants (calculated using the same assumptions described above except for the exercise price) was charged to deferred financing costs and added to additional paid in capital. On October 9, 2009, the Company issued warrants to purchase 1,000 shares of the Company’s common stock at an exercise price of $1.00 per share for a term of three years for services rendered and waiving registration rights. The $426 fair value of these warrants (calculated using the same assumptions described above except for the exercise price) was charged to current financing cost and added to additional paid in capital.

Interest expense incurred on the convertible Notes Payable during the three months ended March 31, 2010 and 2009 was $3,750 and $3,750, respectively.

NOTE 10 – LONG-TERM DEBT

Long-term debt represents a mortgage payable to Xian Commerce Bank in connection with Xinsheng’s acquisition of a building in August 2009 (see Note 5). The mortgage, which had an initial balance of $117,200 (800,000 RMB) and is secured by the building, bears interest at an annual rate of 6.53% and is due in monthly installments of interest and principal of approximately $1,330 to August 6, 2019.
 
14

 
At March 31, 2010, maturities of the Long-term Debt for the next five years and in total are as follows:

Year ending
 
Minimum
 
March 31,
 
Repayment
 
   
(Unaudited)
 
2011
  $ 8,923  
2012
    9,524  
2013
    10,165  
2014
    10,849  
2015
    11,580  
Thereafter
    61,215  
Total
  $ 112,256  
 
Interest expense incurred on the Long-term Debt during the three months ended March 31, 2010 and 2009 was $1,857 and $0, respectively.
 
NOTE 11 – COMMON STOCK
 
On October 11, 2008, upon the completion of the public offering, China Agri sold 379,800 units at a price of $1.00 per unit to the public investors. Each Unit consisted of one share of Common Stock, one warrant to purchase one share of Common Stock at $1.50 per share exercisable for three years from the date of issuance, and one warrant to purchase one share of Common Stock at $2.00 per share exercisable for three years from the date of issuance only if the $1.50 Unit Warrant was exercised.

NOTE 12 - WARRANTS

The Company has issued warrants (exercisable into shares of common stock) to investors, the Underwriter, and the Placement Agent as part of its sale of Series A preferred stock, its public offering, and its private placement of convertible notes. Changes in the warrants outstanding are as follows:

   
Three Months
   
Year Ended
 
   
Ended March 31,
   
December 31,
 
   
2010
   
2009
 
   
(Unaudited)
       
Outstanding at beginning of period
    1,378,580       1,387,580  
Warrants issued - see Note 9
    -       1,000  
Warrants exercised
    -       -  
Warrants expired
    -       (10,000 )
Outstanding at end of period
    1,378,580       1,378,580  
                 
Exercisable at end of period
    1,378,580       1,378,580  
 
15

 
Warrants outstanding at March 31, 2010 consist of:
 
Date Issued
 
Expiration Date
 
Number of
Warrants
   
Weighted Average
Exercise Price
 
October 11, 2007
 
October 10, 2010
    379,800     $ 1.50  
October 11, 2007
 
October 10, 2010
    379,800       2.00  
October 11, 2007
 
October 10, 2012
    37,980       1.00  
September 29, 2008
 
September 29, 2011
    80,000       1.00  
September 29, 2008 (1)
 
September 29, 2011
    500,000       1.50  
October 9, 2009
 
October 9, 2012
    1,000       1.00  
Total
        1,378,580     $ 1.59  
 

(1)
Represents Series C warrants.
 
NOTE 13 – RESTRICTED NET ASSETS

Relevant PRC statutory laws and regulations permit payments of dividends by Meixin and Xinsheng only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations.  In addition, PRC laws and regulations require that annual appropriations of 10% of after-tax income should be set aside prior to payments of dividends as a reserve fund.  As a result of these PRC laws and regulations, the Company is restricted in its ability to transfer a portion of its net assets in the form of dividends, loans or advances. The restricted portion amounted to approximately $5,171,000 and $5,127,000 at March 31, 2010 and  December 31, 2009, respectively.

NOTE 14 – INCOME TAXES

Xinsheng is subject to a PRC 25% standard enterprise income tax.  However, due to its agricultural industry status, the National Tax Bureau in Xi’an High-Tech Development Zone has granted Xinsheng exemptions from this tax since 2006. The Company has to apply for exemption status on an annual basis.

At March 31, 2010 and December 31, 2009 the Company had an unrecognized deferred United States income tax liability relating to undistributed earnings of Xinsheng.  These earnings are considered to be permanently invested in operations outside the United States.  Generally, such earnings become subject to United States income tax upon the remittance of dividends and under certain other circumstances.  Determination of the amount of the unrecognized deferred United States income tax liability with respect to such earnings is not practicable.

Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of approximately $262,500 ($245,000 at December 31, 2009) attributable to the future utilization of the approximately $750,000 net operating loss carryforward of China Agri as of March 31, 2010 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements at March 31, 2010. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforward expires in varying amounts from year 2025 to year 2030.

Current United States income tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

16


The provisions for income taxes differ from the amounts computed by applying the statutory United States federal income tax rate to income (loss) before income taxes.  Reconciliations follow:
 
   
Three Months Ended March 31,
 
   
2010
   
2009
 
   
(Unaudited)
 
(Unaudited)
 
Expected tax at 35%
  $ 116,133     $ 37,421  
Tax effect of unutilized losses of China Agri and Meixin
    36,220       39,507  
Effect of PRC income tax exemption granted to Xinsheng
    (108,824 )     (54,949 )
Permanent difference relating to Xinsheng's earnings to be permanently invested in operations outside the United States
    (43,529 )     (21,979 )
Actual provision for income taxes
  $ -     $ -  
 
NOTE 15 – SEGMENT INFORMATION

The Company operates in one industry segment – the manufacturing and sale of agricultural enhancement products.  Substantially all of the Company’s identifiable assets at March 31, 2010 and December 31, 2009 were located in the PRC.  Net sales for the periods presented were all derived from PRC customers.

From 2008, the Company launched a new sales and marketing initiative to establish a closer relationship with farmers through agricultural cooperatives located throughout the rural areas of China. One component of this initiative is called the “Super Chain Sales Partner Program”, which involves stores branded under the name of “Xinsheng Shiji” but owned and managed by third parties. The other is called “Direct Sales Stores”. The direct sales stores are controlled and managed directly by the Company.  As of April 30, 2010, the Company had established approximately 100 branded super chain stores, the majority of which are located in Shannxi Province (local province) and Hunan Province. In addition, the Company has established approximately 250 direct sales stores, which are located in the Shannxi Province.  For the three months ended March 31, 2010, approximately 81% of our revenues were generated from the super chain branded stores and direct sales stores.

 
Three Months Ended
 
Sales by Sales Network
 
March 31, 2010
   
March 31, 2009
 
   
(Unaudited)
   
(Unaudited)
 
Direct sales stores
  $ 1,062,461       68.95 %   $ -       0.00 %
Super chain branded stores
    183,281       11.89 %     26,010       5.54 %
Traditional sales network
    295,199       19.16 %     443,562       94.46 %
Total Sales
  $ 1,540,941       100.00 %   $ 469,572       100.00 %
 
In addition to products manufactured by the Company, the Company also sells certain products manufactured by third parties in the direct sales stores. For the three months ended March 31, 2010, total sales of third party products was $870,754, or 57% of total sales.
 
17

 
 
Three Months Ended
 
   
March 31, 2010 (Unaudited)
 
Sales of Products by Manufacturer
 
Total
 
Company Made  Products
   
Third Party Products
   
% of Third Party Products
 
Direct sales stores
  $ 1,062,461     $ 191,707     $ 870,754       81.96 %
Super chain branded stores
    183,281       183,281       -       0.00 %
Traditional sales network
    295,199       295,199       -       0.00 %
Total Sales
  $ 1,540,941     $ 670,187     $ 870,754       56.51 %

NOTE 16 – COMMITMENTS AND CONTINGENCIES

Lease Agreements

Xinsheng leased its office space (approximately 7300 square feet) at an annual rent of 366,390 RMB ($53,640 translated at the September 30, 2009 exchange rate) under a lease with a three year term expiring March 31, 2011. The Company terminated this lease on October 1, 2009 after relocating to its new purchased office building (see Note 5). On October 1, 2009, the Company signed a new lease with the same landlord for office space of 344 square feet at an annual rent of 12,000 RMB ($1,758). This one year lease expires on September 30, 2010.

Xinsheng leases its operating and testing space (approximately 2600 square feet) at an annual rent of 38,500 RMB ($5,640  translated at the March 31, 2010 exchange rate) under a lease which expired March 31, 2010. The Company is presently negotiating with the lessor to extend the lease.

Xinsheng leases its manufacturing space (approximately 22,600 square feet) at an annual rent of 90,000 RMB ($13,185) under a lease expiring December 21, 2011, with payment due in advance for each year.

China Agri utilizes office space provided by one of its directors at no cost.

For the three months ended March 31, 2010 and 2009, rental and related expenses for all operating leases amounted to $14,544 and $11,409, respectively.

The Company leases store space for direct sales stores from various individuals for terms of six months or one year. Each lease calls for rent payments ranging from $30 to $45 per month. For the three months ended March 31, 2010, such rent expense totaled $24,912.

At March 31, 2010, future minimum rental commitments under all non-cancellable operating leases were:

Year Ending
 
Minimum
 
March 31,
 
Rent
 
   
(Unaudited)
 
2011
  $
13,185
 
2012
    -  
Total
  $ 13,185  
 
 
18

 
 
Consulting Agreement

On March 31, 2010, the Company entered into an Investor and Media Relations Service Agreement (“the Agreement”) with Christensen International Limited (“Christensen”). Pursuant to the Agreement, Christensen is to provide investor relations services to the Company for a term of one year and the Company is to pay Christensen a total of $100,000 in fees, payable quarterly at the beginning of each quarter.

PRC Risks

Substantially all of the Company’s business operations are conducted in the PRC and governed by PRC laws and regulations.  Meixin and Xinsheng are generally subject to laws and regulations applicable to foreign investments and foreign-owned enterprises.  Because these laws and regulations are relatively new, the interpretation and enforcement of these laws and regulations involve uncertainties.

The PRC government imposes controls on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of the PRC.  The Company receives substantially all of its revenues in RMB, which is currently not a freely convertible currency.  Under existing PRC foreign exchange regulations, payment of current account items, including profit distributions, interest payments and expenditures from the transaction, can be made in foreign currencies without prior approval from the PRC State Administration of Foreign Exchange by complying with certain procedural requirements.  However, approval from appropriate governmental authorities is required where RMB is to be converted into foreign currency and remitted out of the PRC to pay capital expenses, such as the repayment of bank loans denominated in foreign currencies.  The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions.
 
NOTE 17 – CONCENTRATION OF CREDIT RISK

The Company maintains cash balances that are held in seven banks in China. Currently, no deposit insurance system has been set up in China. Therefore, the Company will bear a risk if any of these banks become insolvent. As of March 31, 2010 and December 31, 2009, the Company’s uninsured cash balances were approximately $9,327,000 and $9,597,000, respectively.
 
NOTE 18 – SUBSEQUENT EVENTS

On October 21, 2009, Xinsheng received an approval letter from the Bureau of Foreign Trade and Economic Cooperation of Lantian County of Xinsheng’s application to purchase land use rights in Lantian County to establish “Xinsheng Centennial Industrial Zone”.  Xinsheng intends to purchase the land use rights for 66 acres for a term of 30 years.  The land use right purchase cost is expected to be approximately $4.1 million (28,000,000 RMB).  In addition, the estimated cost for relocation of local dwellers is expected to be approximately $299,000 (2,040,000 RMB). As of the filing date of this Form 10-Q, the transaction has not yet been finalized due to the delay in processing by the local government.

 
19

 
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The following is a discussion and analysis of our results of operations and should be read in conjunction with our financial statements and related notes contained in this Form 10-Q and our annual report on Form 10-K for the year ended December 31, 2009 filed with the SEC on April 15, 2010.
 
This Form 10-Q contains “forward-looking” statements that involve risks and uncertainties. You can identify these statements by the use of forward-looking words such as “may,” “will,” “expect,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words.  You should read statements that contain these words carefully because they discuss our future expectations, contain projections of our future results of operations or financial condition or state other “forward-looking” information.  We believe that it is important to communicate our future expectations to our investors.  However, these forward-looking statements are not guarantees of future performance and actual results may differ materially from the expectations that are expressed, implied or forecasted in any such forward-looking statements.  There may be events in the future that we are unable to accurately predict or control, including weather conditions and other natural disasters which may affect demand for our products, and the product–development and marketing efforts of our competitors.  Examples of these events are more fully described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 under “ Item 1A. Risk Factors.”
 
Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  However, readers should carefully review the reports and documents the Company files from time to time with the SEC, particularly its Quarterly Reports on Form 10-Q, Annual Report on Form 10-K, Current Reports on Form 8-K and all amendments to those reports.
 
References to the “PRC” or “China” are to the People’s Republic of China. Unless otherwise noted, all currency figures are in U.S. dollars. References to “yuan” or “RMB” are to the Chinese yuan, which is also known as the renminbi. Unless otherwise specified, the words “Company,” “China Agri” “we,” “us,” and “our,” refer collectively to China Agri-Business, Inc., Mei Xin Agri Technology (Shaanxi) Co., Ltd., and Shaanxi Xin Sheng Centennial Agricultural and Technology Co., Ltd., our operating company in the PRC.
 

 Results of Operations

Three Months Ended March 31, 2010 as compared to Three Months Ended March 31, 2009

Comparison of Sales for the Three Months Ended March 31, 2010 and 2009

   
Three Months Ended
 
   
March 31, 2010
   
March 31, 2009
 
Direct sales stores
  $ 1,062,461       68.95 %   $ -       0.00 %
Super chain branded stores
    183,281       11.89 %     26,010       5.54 %
Traditional sales network
    295,199       19.16 %     443,562       94.46 %
Total Sales
  $ 1,540,941       100.00 %   $ 469,572       100.00 %
 
20

 
Sales for the three months ended March 31, 2010 totaled $1,540,941, an increase of $1,071,369, or 228%,  as compared to sales of $469,572 for the three months ended March 31, 2009. The increase in sales was attributable to positive reponses to  our “New Agriculture-Generator” campaign, which was designed to expand our distribution network directly  and to establish a closer relationship with farmers through agricultural cooperatives in the rural areas of China. Sales from our Direct Sales Stores amounted to $1,062,461, approximately 69% of total sales in the three months ended March 31, 2010. Sales from our Super Chain Branded Stores amounted to $183,281, approximately 12% of total sales in the three months ended March 31, 2010, as compared to $26,010 in the same period of 2009. Sales from our traditional sales network amounted to $295,199,  a decrease of $148,363, or 33%, as compared to $443,562 in the three months ended March 31, 2009. As of April 30, 2010, the Company had established approximately 250 direct sales stores which are controlled and managed directly by the Company,  and approximately 100  super chain branded stores, the  majority of which are located in Shannxi Province (local province) and Hunan Province.
 
Comparison of Gross Profit for the Three Months Ended March 31, 2010 and 2009

   
Three Months Ended March 31,
 
   
2010
   
2009
 
Sales
  $ 1,540,941     $ 469,572  
Cost of Goods Sold
    865,118       146,242  
Gross Profit
  $ 675,823     $ 323,330  
Gross Profit Margin
    43.86 %     68.86 %

Cost of goods sold for the three months ended March 31,  2010 totaled $865,118, an increase of $718,876, as compared to cost of goods sold of $146,242 for the three months ended March 31, 2009. Gross profit rate was 44%, a decrease of 25 percentage points as compared to 69% for the three months ended March 31, 2009. The increase in cost of goods sold and decrease in gross profit margin rates was attributable to our new direct sales stores. To attract more farmers to our direct sales stores, in addition to selling products manufactured by the Company, our direct sales stores also sell certain fertilizer products manufactured by third parties. For the three months ended March 31, 2010, total sales of third party products was $870,754, or 57% of total sales. Following is an analysis of our gross profit margin for the three months ended March 31, 2010 (We did not have direct sale stores in the same period of 2009).
 
   
Total
   
Direct Sale Stores
   
Branded Stores
   
Traditional Sales
 
Three Months Sales
  $ 1,540,941     $ 1,062,461     $ 183,281     $ 295,199  
Cost of Goods Sold
    865,118       722,439       54,600       88,079  
Gross Profit
  $ 675,823     $ 340,022     $ 128,681     $ 207,120  
Gross Profit Margin
    43.86 %     32.00 %     70.21 %     70.16  %
 
 
21

 

Comparison of Net Income for the Three Months Ended March 31, 2010 and 2009

   
Three Months Ended March 31,
 
   
2010
   
2009
 
Gross Profit
  $ 675,823     $ 323,330  
                 
Selling and marketing
    153,119       56,400  
Professional fees
    44,750       29,000  
Depreciation and amortization expenses
    11,817       11,843  
Other general and administrative expenses
    85,573       67,108  
Total selling, general and administrative expenses
    295,259       164,351  
Income from operations
    380,564       158,979  
Interest income
    6,479       4,519  
Interest expense
    (55,235 )     (56,582 )
Net Income
  $ 331,808     $ 106,916  

Selling and marketing

Selling and marketing expenses were $153,119 for the three months ended March 31, 2010, an increase of $96,719, as compared to $56,400 in the same period of 2009. The increase in selling and marketing expense was primarily attributable to the expansion of our direct sales stores.

Professional fees

Professional fees consist of audit and review fees, legal and attorney fees, director fees and contracted professional service fees. Total professional fees was $44,750 for the three months ended March 31, 2010, an increase of $15,750, as compared to the same period in 2009. We expect such expenses will remain high in the future because we are a public company.


Other General and Administrative Expenses

Other general and administrative expenses generally consist of: wages and related benefits, research and development expenses, rent and utility expenses, office expenses, bad debt expense, and travel and miscellaneous expenses. Other general and administrative expenses were $85,573 for the three months ended March 31, 2010, an increase of $18,465, or 28%, as compared to $67,108 for the three months ended March 31, 2009. Higher other general and administrative expenses in the three months ended March 31, 2010 were attributable to increased research and development expenses and other expenses in connection with the expansion of our direct sales stores.

Interest expense

Interest expense was $55,235 in the three months ended March 31, 2010, which consisted of amortization of deferred financing costs of $25,098, amortization of fair value of warrants of $18,421, amortization of beneficial conversion feature of $6,109 and loan interest of $5,607. These expenses relate to the convertible notes issued in September 2008. Total such expenses in the same period of 2009 was $56,582.

Net income

Our income from operations was $380,564 for the three months ended March 31, 2010, an increase of $221,585, or 139% as compared to $158, 979 for the three months ended March 31, 2009. Net income for the three months ended March 31, 2010 was $331,808, an increase of $224,892, or 210% as compared to net income of $106,916 for the three months ended March 31, 2009. The increase in net income primarily resulted from our “New Agriculture-Generator” campaign and expansion of our direct sales network.

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Liquidity and Capital Resources

As of March 31, 2010, 83% of the Company’s assets consisted of cash and cash equivalents, as compared to 87% as of December 31, 2009. As of March 31, 2010, our cash and cash equivalents amounted to $9,412,048, a decrease of $213,609 as compared to $9,625,657 as of December 31, 2009.

Net cash provided by operating activities was $205,744 and $136,842 for the three months ended March 31, 2010 and 2009, respectively. The increase resulted from the increase in net income in the three months ended March 31, 2010.

Net cash used in investing activities was $416,569 for the three months ended March 31, 2010. In the first quarter of 2010, the Company acquired additional product rights for $117,200 (800,000 RMB) and related  machinery and equipment from a vendor for $293,000 (2,000,000 RMB). In the first quarter of 2010, the Company also spent $6,370 on other equipment. During the first quarter of 2009, the Company received total proceeds of $131,760 from the disposal of unused equipment and product rights and spent $608 on equipment.

Net cash used in financing activities was $2,141 (which was repayment of long-term debt), and $0, respectively, for the three months ended March 31, 2010 and 2009.

Foreign currency translation

Xinsheng’s functional currency is the Chinese Yuan, or Renminbi (“RMB”). Our financial position and results of operations (reported in U.S. Dollars) are effected by changes in RMB exchange rates.

Tax-exempt status in the PRC

Xinsheng is subject to a 25% standard enterprise income tax in the PRC. However, due to Xinsheng’s agricultural activities, the National Tax Bureau in Xi’an High-Tech Development Zone has granted Xinsheng annual exemptions from this tax for the years ending December 31, 2010 and 2009.

For purposes of comparison, had we been subject to the 25% tax, our operating cash flow and net income for the three months ended March 31, 2010 and 2009 would each have been reduced by approximately $108,824 and $54,949, respectively.

Private Placement of Convertible Notes and Warrants

On September 29, 2008, the Company completed the sale of 3% unsecured convertible notes in an aggregate principal amount of $500,000, and Series C warrants to purchase 500,000 shares of common stock, to two accredited investors. The Company received net proceeds of $431,500 after the deduction of Placement Agent commissions of $40,000, Placement Agent expense allowance of $25,000, and an escrow agent fee of $3,500.

The Notes mature two years from the date of issuance and bear interest at the rate of 3% per annum, payable annually in cash or in shares of common stock, subject to approval of the holder. Overdue interest shall bear interest at the rate of 15% per annum. Overdue principal shall bear interest at the rate of 8% per annum. The Notes are convertible at the option of the holder into the common stock of the Company at an initial conversion price of $0.50 per share. The conversion price is subject to adjustment upon the occurrence of stock splits, combinations, dividends and subsequent offerings.
 
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The Series C warrants have a term of three years and are exercisable into shares of common stock at an exercise price of $1.50 per share. Upon exercise of a Series C warrant, in addition to receiving shares of common stock, each Series C warrant holder shall be issued a Series D warrant to purchase additional shares of common stock in an amount equal to the number of Series C warrants exercised. The Series D warrants, if issued shall have a term of three years and an exercise price of $2.00 per share. The exercise price of the warrants is subject to adjustment upon the occurrence of stock splits, combinations, dividends and subsequent offerings, as set forth in the warrants. No Series D warrants have been issued as of the date of this filing.

The Company shall have the right to prepay the Notes at 110% of the outstanding principal amount any time prior to the maturity date and upon 30 days prior written notice to the holders. The Company may call for the termination of any unexercised portion of the Series C warrants upon consummation of a subsequent offering by the Company of not less than $7,500,000 in gross proceeds and upon 30 days written notice to the holders. Upon termination of any unexercised Series C warrants, the warrant holders would not receive any Series D warrants, any shares underlying the Series C or Series D warrants, or any other securities.

In connection with the transaction, the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) within 60 days following the final closing date. In addition, if the registration statement was not declared effective within 120 days from the filing date, the Company was subject to monthly cash liquidated damages payments equal to 2% of the purchase price paid by each investor, subject to a maximum of 24%. On February 13, 2009, the Company filed a registration statement on Form S-1 to register the shares underlying the convertible notes and warrants. In response to SEC comment letters, the Company filed amendments to the registration statement on Form S-1. The Company and the investors entered into agreements extending the date that the Form S-1 was required to become effective to October 30, 2009. The registration statement on Form S-1 was declared effective on November 16, 2009. The Company accrued $734 in liquidated damages under the registration rights agreement payable to the investors as of March 31, 2010.

The Company recorded the $149,615 relative fair value of the warrants ($78,136 for the Series C warrants; $71,479 for the Series D warrants) and the $49,615 intrinsic value of the beneficial conversion feature as additional paid in capital.

The $149,615 fair value of the Series C and Series D warrants was calculated using a Black-Scholes option pricing model and the following assumptions: risk-free interest rate of 2.26%; expected stock price volatility of 130.69%; stock price of $0.40 per share; exercise price of $1.50 per share for the Series C warrants and $2.00 per share for the Series D warrants; and term of 3 years.

In connection with the private placement, the placement agent received warrants to purchase 80,000 shares of the Company’s common stock at an exercise price of $1.00 per share for a term of three years. The $19,920 fair value of these warrants (calculated using the same assumptions described above except for the exercise price) was charged to deferred financing costs and added to additional paid in capital. On October 9, 2009, the Company issued warrants to purchase 1,000 shares of the Company’s common stock at an exercise price of $1.00 per share for a term of three years for services rendered and waiving registration rights. The $426 fair value of these warrants (calculated using the same assumptions described above except for the exercise price) was charged to current financing cost and added to additional paid in capital.

Interest expense incurred on the convertible Notes Payable during the three months ended March 31, 2010 and 2009 was $3,750 and $3,750, respectively.

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Long-term Debt

Long-term debt represents a mortgage payable to Xian Commerce Bank in connection with Xinsheng’s acquisition of a building in August 2009 (see Note 5). The mortgage, which had an initial balance of $117,200 (800,000 RMB) and is secured by the building, bears interest at an annual rate of 6.53% and is due in monthly installments of interest and principal of approximately $1,330 to August 6, 2019. As of December 31, 2009, the unpaid long term debt balance was $112,256.
 
Expansion plan

On October 21, 2009, Xinsheng received an approval letter from the Bureau of Foreign Trade and Economic Cooperation of Lantian County of Xinsheng’s application to purchase land use rights in Lantian County to establish “Xinsheng Centennial Industrial Zone”.  Xinsheng intends to purchase the land use rights for 66 acres for a term of 30 years.  The land use right purchase cost is expected to be approximately $4.1 million (28,000,000 RMB).  In addition, the estimated cost for relocation of local dwellers is expected to be approximately $299,000 (2,040,000 RMB). As of the filing date of this Form 10-Q, the transaction has not yet been finalized due to the delay in processing by the local government.
 
Sources of Liquidity

We presently do not have any available credit, bank financing or other external sources of liquidity. We believe that our existing cash resources will be sufficient to meet our existing operating requirements for the foreseeable future. However, we are seeking opportunities to expand our manufacturing and distribution capabilities in the PRC that may require an investment beyond our existing cash resources. Accordingly, we expect that we will require additional funding through additional equity and/or debt financings. However, there can be no assurance that  any additional financing will become available to us, and if available, on terms acceptable to us.

The conversion of our outstanding notes and exercise of our outstanding warrants into shares of common stock would have a dilutive effect on our common stock, which could in turn reduce our ability to raise additional funds on favorable terms. In addition, the subsequent sale on the open market of any shares of common stock issued upon conversion of our outstanding notes and exercise of our outstanding warrants could impact our stock price which could in turn reduce our ability to raise additional funds on favorable terms.

Any financing, if available, may involve restrictive covenants that may impact our ability to conduct our business or raise additional funds on acceptable terms. If we are unable to raise additional capital when required or on acceptable terms, we may have to delay, scale back or discontinue our expansion plans and our business may be adversely affected.

Critical Accounting Policies and Estimates

Financial Reporting Release No. 60, Cautionary Advice Regarding Disclosure About Critical Accounting Policies, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a relatively greater degree of judgment and estimates. Actual results may differ from those estimates.
 
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General

The Company’s Consolidated Financial Statements are prepared in accordance with U.S. Generally Accepted Accounting Principles, which require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, net revenue and expenses, and the disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management believes that the accounting estimates employed and the resulting balances are reasonable; however, actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

For revenue from product sales, the Company recognizes revenue when: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

Allowance for Doubtful Accounts

The Company’s receivables primarily consist of accounts receivable from its customers. Accounts receivable are recorded at invoiced amount and generally do not bear interest. The Company performs ongoing credit evaluations of its customers’ financial condition, but generally does not require collateral to support customer receivables.  The credit risk is controlled through credit approvals, limits and monitoring procedures.  The Company establishes an allowance for doubtful accounts based upon historical experience, management’s evaluation of the outstanding accounts, age of receivables and other factors. As of March 31, 2010,  the allowance for doubtful account totaled $12,533. It is equivelant to 24% of the balance of accounts receivable.

Long-Lived Assets

The Company has adopted Financial Accounting Standards Board (“FASB) Accounting Standards Codification (“ASC”) 350. ASC 350 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted discounted cash flows. Should impairment in value be indicated, the carrying value of long-lived assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 350 also requires assets to be disposed of to be reported at the lower of the carrying amount or the fair value less costs to sell.
 
Recently Adopted Accounting Standards
 
In February 2010, the Company adopted an amendment to previously adopted accounting guidance on subsequent event disclosure, which established standards of accounting for and disclosure of events or transactions that occur after the balance sheet date but before financial statements are issued or available to be issued. Under the amended guidance, the Company is no longer required to disclose the date through which subsequent events have been evaluated. The adoption of this requirement did not have a material impact on the Company’s financial condition or results of operations.
 
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Recently Issued Accounting Standards
 
In January 2010, the Financial Accounting Standards Board issued guidance which expands the required disclosures about fair value measurements. This guidance requires disclosures about transfers of investments between levels in the fair value hierarchy and disclosures relating to the reconciliation of fair value measurements using significant unobservable inputs (level 3 investments). This guidance is effective for the Company as of January 1, 2011. The adoption of this guidance is not expected to have a material impact on the Company’s financial condition or results of operations.

Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s consolidated financial position and results of operations from adoption of these standards is not expected to be material.
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
 
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information under this item.
 
Item 4(T).  Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures
 
Based on an evaluation under the supervision and with the participation of the Company's management, the Company's principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act") were effective as of March 31, 2010 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
 
Changes in Internal Control Over Financial Reporting
 
There were no changes in the Company’s internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended March 31, 2010 that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting.
 
Control systems, no matter how well conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.  The Company conducts periodic evaluation of its internal controls to enhance, where necessary, its procedures and controls.
 
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PART II — OTHER INFORMATION
 
Item 1. Legal Proceedings.
 
There are no material pending legal proceedings to which we are a party or to which any of our property is subject. To the best of our knowledge, no such actions against us are contemplated or threatened.
 
Item 1A.  Risk Factors.
 
The discussion of our business and operations should be read together with the risk factors contained in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, which describe the various risks and uncertainties to which we are or may be subject.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
None.
 
Item 3. Defaults upon Senior Securities.
 
None.
 
Item 4. (Removed and Reserved).
 
Item 5. Other Information.
 
None.
 
Item 6. Exhibits.
 
Exhibit No.
 
Description
10.1
 
Investor and Media Relations Service Agreement, dated as of March 31, 2010, between China Agri-Business, Inc. and Christensen International limited. (1)
     
31.1
 
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
     
31.2
 
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
     
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.
 

(1)
Incorporated by reference to the Form 8-K filed on April 8, 2010.
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on May 17, 2010.
 
 
CHINA AGRI-BUSINESS, INC.
 
       
By:
/s/ Liping Deng                                           
 
   
Liping Deng
 
   
President, Chief Executive Officer, Director
 
       
 
By:
 /s/ Xiaolong Zhou                                             
   
Xiaolong Zhou
 
   
Chief Financial Officer
 
   
(Principal Financial Officer)
 
 
 
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EXHIBIT INDEX
 
Exhibit No.
 
Description
10.1
 
Investor and Media Relations Service Agreement, dated as of March 31, 2010, between China Agri-Business, Inc. and Christensen International limited. (1)
     
31.1
 
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
     
31.2
 
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
     
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.
 

(1)
Incorporated by reference to the Form 8-K filed on April 8, 2010.
 
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