0001213900-12-006126.txt : 20121114 0001213900-12-006126.hdr.sgml : 20121114 20121114114430 ACCESSION NUMBER: 0001213900-12-006126 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: Tanke Biosciences Corp CENTRAL INDEX KEY: 0001452011 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 263853855 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-53529 FILM NUMBER: 121202115 BUSINESS ADDRESS: STREET 1: ROOM 2801, EAST TOWER OF HUI HAO BLDG STREET 2: NO. 519 MACHANG ROAD CITY: PEARL RIVER NEW CITY GUANGZHOU STATE: F4 ZIP: 510627 BUSINESS PHONE: 86-20-38859025 MAIL ADDRESS: STREET 1: ROOM 2801, EAST TOWER OF HUI HAO BLDG STREET 2: NO. 519 MACHANG ROAD CITY: PEARL RIVER NEW CITY GUANGZHOU STATE: F4 ZIP: 510627 FORMER COMPANY: FORMER CONFORMED NAME: GREYHOUND COMMISSARY, INC. DATE OF NAME CHANGE: 20081212 10-Q 1 f10q0912_tankebiocorp.htm QUARTERLY REPORT f10q0912_tankebiocorp.htm


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

Form 10-Q

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

For the Quarterly Period Ended September 30, 2012
 
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: 000-53529

TANKE BIOSCIENCES CORPORATION
(Exact name of registrant as specified in its charter)

Nevada
26-3853855
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
   
Room 2801, East Tower of Hui Hao Building, No. 519
Machang Road Pearl River New City,
Guangzhou, P. R. China
510627
(Address of principal executive offices)
(Zip Code)

+86 (20) 3885-9025
(Registrant’s telephone number, including area code)

Not Applicable
(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 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x 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 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

As of November 14, 2012, there were 13,324,083 outstanding shares of common stock of the registrant, par value $.001 per share.
 


 
 
 
 
 
TANKE BIOSCIENCES CORPORATION

TABLE OF CONTENTS

 
PART IFINANCIAL INFORMATION
 
     
Item 1.
Financial Statements.
 3
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
20
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
29
     
Item 4.
Controls and Procedures.
30
     
 
PART IIOTHER INFORMATION
 
     
Item 1.
Legal Proceedings.
31
     
Item 1A.
Risk Factors.
31
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
31
     
Item 3.
Defaults Upon Senior Securities.
31
     
Item 4.
Mine Safety Disclosures.
31
     
Item 5.
Other Information.
31
     
Item 6.
Exhibits.
31
     
Signatures
32
 
 
 

 
 
PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.
 
TANKE BIOSCIENCES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
             
   
September 30,
   
December 31,
 
   
2012
   
2011
 
             
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 11,043,457     $ 7,700,156  
Restricted cash
    538,641       706,802  
Accounts receivable, net
    2,275,592       1,917,699  
Inventories
    1,637,952       1,187,895  
Note receivable-related parties, current portion
    -       239,476  
Loans to customer and supplier
    2,876,785       2,513,460  
Other receivables
    197,861       53,936  
Prepayments
    3,245,281       3,633,674  
Other current assets
    339,553       914,594  
Deferred tax assets
    46,327       46,042  
       Total current assets
    22,201,449       18,913,734  
                 
Property, plant and equipment, net
    4,922,941       4,771,299  
Construction in progress
    320,848       35,878  
Intangible asset, net
    1,274,936       838,089  
Other non-current assets
    121,439       328,006  
       Total assets
  $ 28,841,613     $ 24,887,006  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Current liabilities:
               
Accounts payable
  $ 581,950     $ 784,777  
Other payables and accrued liabilities
    917,942       758,907  
Income tax payable
    1,746,235       1,216,841  
Convertible notes, net
    6,569,182       -  
Current portion of long-term borrowing
    1,343,553       785,456  
       Total current liabilities
    11,158,862       3,545,981  
                 
Convertible notes, net
    -       4,488,881  
Note payable - related party
    13,722       13,722  
Advance from government grant
    187,193       355,754  
Long-term borrowing
    948,391       628,365  
       Total liabilities
    12,308,168       9,032,703  
                 
 Commitments and contingencies
               
                 
 Stockholders' equity:
               
Common stock, $0.001 par value, 50,000,000 shares authorized, 13,324,083 issued and outstanding as of September 30, 2012 and December 31, 2011
    13,324       13,324  
Additional paid-in capital
    12,220,181       12,220,181  
Retained earnings
    3,266,051       2,695,983  
Statutory reserve
    373,406       373,406  
Accumulated other comprehensive income
    660,483       551,409  
       Total stockholders' equity
    16,533,445       15,854,303  
       Total liabilities and stockholders' equity
  $ 28,841,613     $ 24,887,006  
                 
 
See accompaning notes to the condensed consolidated financial statements
 
 
3

 
 
TANKE BIOSCIENCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Net sales
  $ 9,906,581     $ 6,247,833     $ 21,878,509     $ 17,179,146  
Costs of sales
    (6,521,478 )     (4,004,212 )     (14,165,652 )     (10,737,079 )
      Gross profit
    3,385,103       2,243,621       7,712,857       6,442,067  
Selling expenses
    (611,880 )     (486,231 )     (1,706,112 )     (1,690,287 )
Administrative expenses
    (574,092 )     (545,100 )     (1,795,328 )     (3,870,005 )
Other operating expenses
    -       (4,809 )     -       (96,498 )
Depreciation and amortization
    (16,642 )     (3,685 )     (43,071 )     (66,864 )
      Income from operations
    2,182,489       1,203,796       4,168,346       718,413  
Other income/expense
                               
Interest income
    23,573       25,563       193,026       29,173  
Interest expense
    (316,422 )     (814,415 )     (1,058,291 )     (1,497,364 )
Amortization of discount on notes
    (698,495 )     (1,396,990 )     (2,080,301 )     (3,538,030 )
Registration rights agreement expense
    -       (260,782 )     -       (260,782 )
Foreign exchange losses, net
    -       (17,846 )     -       (70,246 )
      Income (loss) before income taxes
    1,191,145       (1,260,674 )     1,222,780       (4,618,836 )
Income tax expense
    (222,513 )     (185,197 )     (652,711 )     (505,505 )
      Net income (loss)
  $ 968,632     $ (1,445,871 )     570,069     $ (5,124,341 )
Other comprehensive income, net of tax:
                               
Effects of foreign currency conversion
    (101,883 )     308,646       109,074       549,414  
     Comprehensive income (loss)
  $ 866,749     $ (1,137,225 )     679,143     $ (4,574,927 )
                                 
Net income (loss) available to common shareholders per share:
                         
Basic
  $ 0.07     $ (0.11 )     0.04     $ (0.40 )
Diluted
  $ 0.07     $ (0.11 )     0.04     $ (0.40 )
                                 
Weighted average shares outstanding:
                               
Basic
    13,324,083       13,324,083       13,324,083       12,723,196  
Diluted
    13,324,083       13,324,083       13,324,083       12,941,132  
 
See accompaning notes to the condensed consolidated financial statements
 
 
4

 
 
TANKE BIOSCIENCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
   
Nine Months Ended
 
   
September 30,
 
   
2012
   
2011
 
             
             
Operating activities:
           
 Net income (loss)
  $ 570,069     $ (5,124,341 )
 Adjustments to reconcile net income (loss) to net cash
               
    provided by operating activities:
               
    Depreciation and amortization
    404,123       125,563  
    Common stock issued for services
    -       2,491,938  
    Amortization of discount on convertible notes payable
    2,080,301       3,538,030  
    Amortization of capitalized offering costs
    598,088       1,017,184  
 Changes in operating assets and liabilities:
               
    Accounts receivable
    (357,893 )     (3,150,504 )
    Inventories
    (450,057 )     329,033  
    Note receivables - related parties
    239,476       -  
    Deferred tax asset
    (285 )     (5,194 )
    Prepayments
    388,393       -  
    Other current assets
    (23,047 )     (1,221,991 )
    Other non-current assets
    206,567       -  
    Government grant
    (168,561 )     273,478  
    Accounts payable
    (202,827 )     (78,128 )
    Other payables and accrued liabilities
    159,035       2,393,661  
    Income tax payable
    529,394       426,086  
       Net cash provided by operating activities
    3,972,776       1,014,815  
 
               
 Investing activities:
               
    Increase in loans to customer and supplier
    (363,325 )     -  
    Increase in other receivables
    (143,925 )     (1,156,767 )
    Purchases of property and equipment
    (799,922 )     (476,636 )
    Purchases of intangible assets
    (477,661 )     -  
    Change in restricted cash
    -       (698,646 )
    Increase in cash due to acquisition of China Flying
    -       76,075  
       Net cash used in investing activities
    (1,784,833 )     (2,255,974 )
                 
 Financing activities:
               
    Due from a related party
    -       1,907,124  
    Change in restricted cash
    168,161       -  
    Net proceeds from issuance of convertible notes
    -       6,522,563  
    Increase in bank borrowings
    878,123       458,215  
       Net cash provided by financing activities
    1,046,284       8,887,902  
                 
 Effect of foreign currency translation
    109,074       347,770  
                 
 Net increase in cash
    3,343,301       7,994,513  
 Cash and cash equivalents, beginning of period
    7,700,156       2,222,025  
 Cash and cash equivalents, end of period
  $ 11,043,457     $ 10,216,538  
                 
 Supplemental disclosures of cash flow information:
               
    Cash paid for interest
  $ 306,803     $ 67,405  
    Cash paid for income taxes
  $ 278,225     $ 31,562  
                 
 
See accompaning notes to the condensed consolidated financial statements
 
 
5

 
 
TANKE BIOSCIENCES CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

In these condensed consolidated financial statements, unless the context requires otherwise, the terms “we”, “our”, “us” and the “Company” refer to Tanke Biosciences Corporation, a Nevada corporation formerly known as Greyhound Commissary, Inc. (“Greyhound”), as well as our direct and indirect subsidiaries, and our principal operating business, Guangzhou Tanke Industry Co., Ltd. (“Guangzhou Tanke”), a company organized under the laws of the People’s Republic of China (“China” or the “PRC”), which we control via a series of variable interest entity contractual agreements (the “VIE Agreements”) more fully described below.

We conduct our business through our subsidiaries, principally our wholly-owned subsidiary China Flying Development Limited (“China Flying”), a Hong Kong incorporated company, and its wholly-owned subsidiary Guangzhou Kanghui Agricultural Technology Co., Ltd. (“Kanghui Agricultural” or the “WFOE”), a wholly foreign owned enterprise incorporated as a limited liability company under the laws of the PRC. The Company operates and controls Guangzhou Tanke through Kanghui Agricultural and China Flying and in connection with the VIE Agreements.

On January 3, 2011, Guangzhou Tanke entered into a series of agreements with Kanghui Agricultural, pursuant to which Kanghui Agricultural effectively assumed management of the business activities of Guangzhou Tanke. Kanghui Agricultural is entitled to 100% of the net income of Guangzhou Tanke and is able to direct Guangzhou Tanke’s actions.

Also on January 3, 2011, our board of directors unanimously approved a resolution to enter into a Share Exchange Agreement with China Flying, and Golden Genesis Limited, a British Virgin Islands company ("Golden Genesis"), the sole stockholder of China Flying. Under the terms of the Share Exchange, Golden Genesis exchanged 100% of its capital stock in China Flying for 10,758,000 shares of authorized, but previously unissued Greyhound common stock, post-split as described below. Also, at the closing, we issued an aggregate of 2,166,903 shares (post split) of our authorized, but previously unissued common stock to a U.S. advisor. Following the closing of the agreement on February 9, 2011, China Flying became our wholly owned subsidiary.

Our board of directors further approved unanimously on January 3, 2011, a one share for 8.512 shares reverse split of our issued and outstanding common stock. The effective date of the split was established by our board on a date prior to the closing of the acquisition of China Flying.

The acquisition of China Flying was contingent upon the completion of our planned private placement in which we sold 6,669,627 units (the “Units”), with net proceeds of $6,522,563. Each Unit consisted of a $1.15 principal amount convertible note and a three year warrant to purchase one share of Greyhound common stock. On February 9, 2011, the Company entered into a Securities Purchase Agreement with individual investors relating to the private placement and completed the private placement transaction (see Note 12 below). The proceeds from such sale will be used to finance the operations and growth of Guangzhou Tanke.

At the time of the Share Exchange Agreement, Greyhound had 3,397,787 shares of common stock issued and outstanding. Following the reverse split, but prior to the issuance of shares pursuant to the acquisition of China Flying, the outstanding shares were reduced to 399,180 shares. Split shares issued in connection with the reverse stock split were fully paid and non-assessable. The number of stockholders will remain unchanged as a result of the reverse split. The par value of our common stock remained unchanged.

As management of Guangzhou Tanke obtained control of the Company, the Share Exchange was treated as a reverse merger. Accordingly, for accounting purposes Guangzhou Tanke was the acquirer so historical financial information presented herewith is that of Guangzhou Tanke. Consequently, there was no step-up in the basis of the assets of Guangzhou Tanke, as Guangzhou Tanke was the acquirer for accounting purposes.
 
 
6

 
 
TANKE BIOSCIENCES CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)

Pursuant to the VIE Agreements, Kanghui Agricultural has the right to advise, consult, manage and operate Guangzhou Tanke for a quarterly fee equal to Guangzhou Tanke’s net income. Additionally, the Tanke Shareholders pledged their rights, titles and equity interest in Guangzhou Tanke as security for Kanghui Agricultural to collect consulting and services fees provided to Guangzhou Tanke through an Equity Pledge Agreement. In order to further reinforce Kanghui Agricultural’s rights to control and operate Guangzhou Tanke, the Tanke Shareholders granted Kanghui Agricultural an exclusive right and option to acquire all of their equity interests in Guangzhou Tanke through an Option Agreement. Neither Tanke Biosciences nor Kangui Agricultural own the assets or are responsible for the liabilities of Guangzhou Tanke.

The VIE Agreements were necessary because without them, the shareholders of Tanke Biosciences would not have control of Guangzhou Tanke. With these in place, however, Guangzhou Tanke is contractually equivalent to a subsidiary of Tanke Biosciences.

Guangzhou Tanke has historically self financed, and has been a profitable enterprise. However, on February 9, 2011, Tanke Biosciences sold convertible notes payable (see Note 12 below) with net proceeds of $6,522,563. Such proceeds will be used to finance the operations and growth of Guangzhou Tanke.

As Tanke Biosciences has complete control over Guangzhou Tanke, all assets presented on the balance sheet of Tanke Biosciences are available to settle obligations of Tanke Biosciences. Furthermore, there are no liabilities on the balance sheets of Guangzhou Tanke that do not have recourse against the assets of Tanke Biosciences. As Guangzhou Tanke is our sole operating entity, nearly all operating assets and liabilities are those of Guangzhou Tanke.

“RMB” and “Renminbi” refer to the legal currency of China and “$”, “US dollar” and “US$” refer to the legal currency of the United States.

Overview of Our Business

Through Guangzhou Tanke, our principal operating business, we are one of the leading animal nutrition and innovative feed additive providers in China. Our products are distinguished from traditional artificial feed additives in that they are environmentally-friendly and are designed to optimize the growth and health of livestock such as pigs and cattle, as well as farmed fish.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Preparation

The Company’s consolidated financial statements as of September 30, 2012 and for the three and nine months ended September 30, 2012 and 2011 have been stated in US dollars and prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with instructions to Form 10-Q pursuant to the rules and regulations of Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and Article 8-03 of Regulation S-X under the Exchange Act. In the opinion of our management, we have included all adjustments (consisting only of normal recurring adjustments) considered necessary in order to make the financial statements not misleading.  Operating results for the three and nine months ended September 30, 2012 are not indicative of the results that may be expected for the fiscal year ending December 31, 2012. The condensed consolidated balance sheet information as of December 31, 2011 was derived from the audited consolidated financial statements included in the Form 10-K. These unaudited financial statements and related notes should be read in conjunction with our audited annual financial statements for the year ended December 31, 2011 included in our Form 10-K filed with the Securities and Exchange Commission on April 16, 2012.

(b) Basis of consolidation

These consolidated financial statements include the financial statements of the Company and its subsidiaries (the “Group''). All inter-company balances and transactions within the Group have been eliminated.
 
 
7

 
TANKE BIOSCIENCES CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
(c) Use of Estimates

In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These accounts and estimates include, but are not limited to, the valuation of the amount due from related parties, the net realizable value of inventories, the estimation of useful lives of property and equipment and intangible assets, and the value of warrants. Actual results could differ from those estimates.

(d) Concentrations of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, accounts receivable and amounts due from related parties. The Company places its cash with financial institutions with high-credit ratings and quality. The Company maintains bank accounts in the PRC only. In addition, the Company conducts periodic reviews of the related party financial conditions and payment practices. The Company has not experienced losses related to these concentrations in the past.

Approximately 99% of the Company’s revenue is generated from buyers in mainland China.

(e) Concentrations of Suppliers

All the Company’s suppliers are located in mainland China.
 
(f) Cash and Cash Equivalents

The Company considers all highly liquid investments with initial maturities of three months or less to be cash equivalents.

(g) Restricted Cash

Deposits that are restricted in use are classified as restricted cash. The Company has restricted cash in an escrow account and represents six months of interest (approximately $300,000) on the convertible notes payable. When the notes mature or are converted into stock, the cash in this account will be released from restriction. Another escrow account holds the fund set aside for use on Investor Relations activities (approximately $240,000.)
 
(h) Trade and Other Receivables

The Company periodically assesses its accounts receivable for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. Once collection efforts have been exhausted, the account receivable is written off against the allowance. The Company does not require collateral for trade or other accounts receivable.
 
(i) Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined using the weighted average method. The cost of inventories includes the purchase cost and other costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

As of September 30, 2012 and December 31, 2011, the Company’s provision for slow-moving or defective inventories amounted to $16,599 and $41,585, respectively.
 
 
8

 
TANKE BIOSCIENCES CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
(j) Prepayments

Prepayments represent cash paid in advance to suppliers for purchases of raw materials.

(k) Property, Plant and Equipment

Property and equipment are stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use.

Depreciation of property and equipment is calculated using the straight-line method over their estimated useful lives. The estimated useful lives are as follows:

Buildings
15-20 years
Plant and machinery
3-20 years
Motor vehicle
10 years
Office equipment
3-10 years

Expenditures for additions, major renewals and betterments are capitalized and expenditures for maintenance and repairs are charged to expense as incurred.

Upon sale or disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount less the proceeds from disposal is charged or credited to income.
 
(l) Intangible Asset

The intangible asset primarily represented two land use rights and purchased developed technology, and they are recorded at cost less accumulated amortization.
 
According to the laws of China, land in the PRC is owned by the government and cannot be sold to an individual or company. However, the government grants the users a land use right to use the land. The land use rights granted to the Company are being amortized using the straight-line method over the lease term of fifty years.
 
During the second quarter of 2012, we purchased from an agricultural research institute the right of commercializing and applying for a patent for a new product technology developed by that research institute.
 
(m) Impairment of Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company recognizes impairment of long-lived assets in the event that the net book values of such assets exceed the future undiscounted cash flows attributable to such assets.  There were no impairments of long-lived assets for the periods presented.

(n) Statutory Reserves

In accordance with the relevant laws and regulations of the PRC and the articles of associations of the Company, Guangzhou Tanke is required to allocate 10% of their net income reported in the PRC statutory accounts, after offsetting any prior years’ losses, to statutory reserve, on an annual basis. When the balance of such reserve reaches 50% of the respective registered capital of the subsidiaries, any further allocation is optional.

As of September 30, 2012 and December 31, 2011, the statutory reserves of the subsidiary already reached 50% of the registered capital of the subsidiary and the Company did not have any further allocation on it.

The statutory surplus reserves can be used to offset prior years’ losses, if any, and may be converted into registered capital, provided that the remaining balances of the reserve after such conversion is not less than 25% of registered capital. The statutory surplus reserve is non-distributable.
 
 
9

 
TANKE BIOSCIENCES CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
(o) Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 605-10, Revenue Recognition, and SEC Staff Accounting Bulletin No.104. Pursuant to these pronouncements, revenue is recognized when all of the following criteria are met:
 
- Persuasive evidence of an arrangement exists;
- Delivery has occurred or services have been rendered;
- The seller's price to the buyer is fixed or determinable; and
- Collectability is reasonably assured.

The Company’s revenue is generated through the wholesale and retail sale of livestock feed including organic trace mineral additives, functional regulation additives, herbal medicinal additives and raw materials. Before the Company recognizes revenue on these product sales, written purchase orders and contracts are received in advance of all shipments of goods to customers. For sales within the Company’s own province, delivery is made by Company employees. Such delivery occurs on the same day as shipment. For delivery outside the province, shipment is made through a separate logistics company that assumes the risk of loss. Revenue is recognized upon shipment of goods to the customers. The Company typically does not incur bad debt losses because this type of loss is deducted from the salesperson’s compensation, thereby mitigating the loss to the Company. Therefore, collectability is reasonably assured.
 
Revenue is presented net of sales returns, which are not significant. However, the Company continually performs analyses of returns and records a provision at the time of sale if necessary. As of September 30, 2012 and December 31, 2011, it was determined that potential returns and allowances were not material so the Company did not record a provision for returns. The Company revisits this estimate regularly and adjusts it if conditions change.

(p) Cost of Goods Sold

Cost of revenue consists primarily of material cost, labor cost, rent of land allocated to production, overhead associated with the manufacturing process and directly related expenses.

(q) Research and Development Costs

Research and development costs are charged to expense as incurred and are included in operating expenses after partially offset by grants from government sponsored projects.  Net research and development expense for the nine months ended September 30, 2012 was $108,448.
 
(r) Value Added Tax
 
In accordance with the relevant tax laws in the PRC, VAT is levied on the invoiced value of sales and is payable by the purchaser. The Company is required to remit the VAT it collects to the tax authority, but may deduct the VAT it has paid on eligible purchases. The difference between the amounts collected and paid is presented as VAT recoverable or payable balance on the balance sheet.

(s) Income Taxes
 
The Company uses the asset and liability method of accounting for income taxes pursuant to ASC 740, ”Income Tax”. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
 
The Company is not subject to United States income tax. Furthermore, the Company is audited every year by an agency of the Chinese tax authority. Consequently, there are no uncertain tax positions requiring accrual or disclosure in accordance with ASC 740-10, Income Taxes.
 
 
10

 
TANKE BIOSCIENCES CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
(t) Comprehensive Income

Comprehensive income is defined to include all changes in equity except those resulting from net income or loss, investments by owners and distributions to owners. The Company’s only component of other comprehensive income is the foreign currency translation adjustment.

(u) Earnings per share (EPS)

Earnings per share is calculated in accordance with ASC 260-10 which requires the Company to calculate net income (loss) per share based on basic and diluted net income (loss) per share, as defined. Basic EPS excludes dilution and is computed by dividing net income (loss) by the weighted average number of shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.  Warrants and convertible notes were not included in the diluted EPS calculation because the exercise prices were greater than the market price for the three and nine months ended September 30, 2012 and the Company had a net loss for the three and nine months ended September 30, 2011.

(v) Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

(w) Foreign Currency Translation

The Company, its subsidiaries and VIE maintain financial statements in the functional currency of each entity. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

The financial statements of each entity are prepared using the functional currency, and have been translated into United States dollars (“US$” or “$”). Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates for the period. Stockholders’ equity is translated at historical exchange rates. Any translation adjustments are included as a foreign exchange adjustment in other comprehensive income, a component of stockholders’ equity.
 
 
 Exchange rates used (RMB to USD)
 
 
2011
 
2012
Assets and liabilities
Balance sheet date (September 30)
0.1562
0.1581
 
Balance sheet date (December 31)
0.1573
N/A
Revenue and expenses
Period average (Three months ended September 30)
0.1518
0.1585
 
Period average (Nine months ended September 30)
0.1539
0.1583
 
RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

(x) Financial Instruments

The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, due to/from related parties, notes payable, other payable and accrued liabilities and income tax payable approximate their fair values due to the short-term nature of these items. The carrying amounts of long-term borrowings approximate the fair value based on the Company’s expected borrowing rate for debt with similar remaining maturities and comparable risk.
 
 
11

 
TANKE BIOSCIENCES CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
Convertible notes are not carried at fair value due to the discounts for warrants and the beneficial conversion feature. As the interest on these notes approximates market interest, the fair value is their face value of $7,670,071.

It is management’s opinion that the Company is not exposed to significant interest, price or credit risks arising from these financial instruments.

(y) Recent Accounting Updates

In June 2011, the FASB issued ASC Topic 220 “Comprehensive Income” that amends the presentation of comprehensive income in the financial statements by requiring an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The update also eliminates the option to present the components of other comprehensive income as part of the statement of equity. The guidance is effective for interim and annual reporting periods beginning on or after December 15, 2011, with early adoption permitted. The adoption of this ASU did not have a material impact on the Company’s financial statements.

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. ASU 2011-04 amends ASC Topic 820 to require additional disclosures regarding fair value measurements. One of the areas concerned is to add disclosures about the sensitivity of fair value measurements categorized within Level 3 of the fair value hierarchy, which require the most judgment in determining fair value. The provisions of ASU 2011-04 will be effective for years beginning after December 15, 2011 for both public and nonpublic entities. Public entities will begin adoption in the first interim period beginning after December 15, 2011. Early adoption is not permitted. The adoption of this ASU did not have a material impact on the Company’s financial statements.

3. INVENTORIES

Inventories as of September 30, 2012 and December 31, 2011 consisted of the following.
 
   
September 30,
   
December 31,
 
   
2012
   
2011
 
             
 Raw materials
  $ 1,074,652     $ 538,465  
 Finished goods
    391,046       402,458  
 Work in pogress
    152,598       242,748  
 Packaging material
    36,255       45,809  
 Inventory allowance
    (16,599 )     (41,585 )
    $ 1,637,952     $ 1,187,895  
 
 
12

 
TANKE BIOSCIENCES CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
4. ACCOUNTS RECEIVABLE

Accounts receivable as of September 30, 2012 and December 31, 2011 consisted of the following.
 
   
September 30,
   
December 31,
 
   
2012
   
2011
 
             
Account receivables
  $ 2,510,320     $ 2,150,981  
Less: Allowance for doubtful accounts
    (234,728 )     (233,282 )
    $ 2,275,592     $ 1,917,699  
 
5. DUE FROM RELATED PARTIES

Due from related parties consisted of the following.
 
   
September 30,
   
December 31,
 
   
2012
   
2011
 
             
Advance to director
  $ -     $ 239,149  
Others
    -       327  
    $ -     $ 239,476  
 
Advance to directors represented advance payment made to directors for business development activities.

6. OTHER RECEIVABLES AND LOANS TO CUSTOMER AND SUPPLIER
Other receivables consisted of the following.
 
   
September 30,
   
December 31,
 
   
2012
   
2011
 
             
Deposit and others
  $ 12,159     $ 13,425  
Advance to staff
    185,702       40,511  
    $ 197,861     $ 53,936  
 
Loans to customer and supplier represent 8% interest bearing advances to one of the Company’s customers and one supplier, both of which are effective in December 2011 and expected to be repaid within one year.  Additional amounts were advanced in first quarter of 2012 based on the same terms.
 
   
September 30,
   
December 31,
 
   
2012
   
2011
 
             
Loans to customer and supplier
    2,876,785       2,513,460  
    $ 2,876,785     $ 2,513,460  
 
 
13

 
TANKE BIOSCIENCES CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
7. PREPAYMENTS AND OTHER CURRENT ASSETS

In order to secure key raw materials and supplies and to lock in rising purchase prices, the Company paid substantial amounts of cash in advance on purchase orders. In addition, a few major R&D projects were paid in advance for developers’ work.
 
   
September 30,
   
December 31,
 
   
2012
   
2011
 
             
Prepayments to suppliers
  $ 3,245,281     $ 3,633,674  
 
Other current assets as of September 30, 2012 and December 31, 2011 consisted of the following.
 
   
September 30,
   
December 31,
 
   
2012
   
2011
 
             
Deferred expenses
    23,047       -  
Offering costs, net
    316,506       914,594  
    $ 339,553     $ 914,594  
 
In connection with the private placement, the Company incurred $1,624,002 of offering costs. These costs have been reflected as other current assets and are being amortized using the interest method over the expected life of the related convertible notes payable. Amortization of these costs is recorded as interest expense. As of September 30, 2012, the remaining book value of these offering costs amounted to $316,506.

8. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment as of September 30, 2012 and December 31, 2011 consisted of the following.
 
   
September 30,
   
December 31,
 
   
2012
   
2011
 
             
 Buildings and leasehold improvements
  $ 4,548,780     $ 4,518,397  
 Plant and equipment
    1,332,706       1,024,245  
 Motor vehicles
    168,506       166,884  
 Office equipment
    339,393       164,907  
 Total property, plant and equipment
    6,389,385       5,874,433  
                 
 Accumulated depreciation
    1,466,444       1,103,134  
 Property, plant and equipment, net
  $ 4,922,941     $ 4,771,299  
 Construction in progress
    320,848       35,878  
    $ 5,243,789     $ 4,807,177  
 
The Company has buildings on the site it occupies, including factory buildings. Due to the lack of a Land Use Right Certificate, the Company is unable to apply for the Property Ownership Certificate for the buildings. However, as the buildings are in use, the Company depreciates them over their expected useful lives.
 
 
14

 
TANKE BIOSCIENCES CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
9. INTANGIBLE ASSET, NET

The intangible asset as of September 30, 2012 and December 31, 2011 consisted of the following.
 
   
September 30,
   
December 31,
 
   
2012
   
2011
 
             
 Deposit for land use right
  $ 839,065     $ 835,985  
 New product technology
    434,695       -  
 Other
    1,176       2,104  
    $ 1,274,936     $ 838,089  

On November 21, 2003, the Company applied to the Government of Huaqiao Town, Huadu District, Guangzhou, for the land use right of No. 2 Industry Area of Huaqiao Town (i.e., Laohutou Lot, Wangongtang) covering an area of around 430,000 square feet.

On October 22, 2010, the Company applied to the Administration Committee of Qingyuan Huaqiao Industrial District for the land use right covering an area of around 60 acres.

The Company plans to start amortizing the land use right as soon as the official certificate is issued on Huadu facility.  The amortization of the land use right for the Qingyuan facility should begin in the 4th quarter of 2012.  The official permits for construction of the new plant were just issued at the end of October 2012.

The amount included in new product technology represents the right to commercialize and apply for a patent a new product developed by an agricultural research institute, that was sold to the Company during the quarter ended June 30, 2012.  Patent protection applied will last for five years and amortization of this intangible asset has begun in the quarter ended September 30, 2012.
 
10. OTHER NON-CURRENT ASSETS

Other non-current assets consisted of the following.
 
   
September 30,
   
December 31,
 
   
2012
   
2011
 
             
Staff loan
  $ 76,381     $ 265,167  
Others
    45,057       62,839  
    $ 121,439     $ 328,006  
 
Staff loans are made to employees under terms that call for repayment of the amounts within two years.
 
 
15

 
 
TANKE BIOSCIENCES CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
11. OTHER PAYABLES AND ACCRUED LIABILITIES

Other payables and accrued liabilities as of September 30, 2012 and December 31, 2011 consisted of the following.
 
   
September 30,
   
December 31,
 
   
2012
   
2011
 
             
Other payables
  $ 145,146     $ 67,751  
Staff welfare payable
    68,384       68,057  
Accrued payroll
    -       46,294  
Value added tax payable
    58,829       93,140  
Registration rights penalties
    460,206       460,206  
Accrued Interest
    165,779       -  
Other tax payable
    19,598       23,459  
    $ 917,942     $ 758,907  
 
Other payables represent loans from third parties, which are interest free, unsecured and repayable on demand. Registration rights penalties associated with the registration rights agreement. Accrued interest for the 8% convertible note payable, paid semi-annually at the end of June and December.

12. CONVERTIBLE NOTES PAYABLE

On February 9, 2011, the Company entered into a Securities Purchase Agreement with individual investors relating to a private placement transaction by the Company (the “Private Placement”) of 6,669,627 units. Each unit consisted of a $1.15 principal amount 8% Senior Convertible Note (the “Notes”) and a Common Stock Purchase Warrant (the “Warrants”) to purchase one share of the Company’s common stock at an exercise price of $1.40 per share.

As a result of the Private Placement, the Company offered and sold $7,670,071 worth of Notes convertible into 6,669,627 shares of common stock. The Notes are payable 24 months from February 9, 2011 with an interest rate of 8% per annum payable semiannually in arrears. The Company placed in escrow an amount of the proceeds of the Private Placement equal to one semi-annual interest payment on the Notes to secure prompt interest payments. Until such time as 75% of the Notes are converted into shares of Common Stock, if such escrow is depleted in order to make interest payments, the Company will replenish such escrow amount. At the option of the holder, the Notes may be converted into Common Stock at a price of $1.15 per share, which is subject to customary weighted average and stock based anti-dilution protection. The issuance of the Notes was not registered under the Securities Act as such issuance was exempt from registration under Section 4(2) of the Securities Act and Regulation D.

The Notes contain customary events of default and affirmative and negative covenants of the Company, including negative covenants which restrict the Company’s ability to do the following (among other things) without the consent of the investors: (i) incur, or permit to exist, any indebtedness for borrowed money in excess of (A) US$3,000,000 during the twelve (12) month period beginning on February 9, 2011, or (B) US$5,000,000 during the two-year period beginning on February 9, 2011 and ending on February 9, 2013 (the maturity date of the Notes), except in the ordinary course of the Company’s business; (ii) lend or advance money, credit or property to or invest in (by capital contribution, loan, purchase or otherwise) any person or entity in excess of US$1,000,000 except: (A) investments in United States Government obligations, certificates of deposit of any banking institution with combined capital and surplus of at least $200,000,000; (B) accounts receivable arising out of sales in the ordinary course of business; and (C) inter-company loans between and among the Company and its subsidiaries; (iii) pay dividends or make any other distribution on shares of the capital stock of the Company; (iv) create, assume or permit to exist, any lien on any of the Company’s property or assets now owned or hereafter acquired, subject to existing liens and certain exceptions; (v) assume guarantees, subject to certain exceptions; (vi) engage in “sale-leaseback” transactions, subject to certain exceptions; (vii) make capital expenditures in excess of US$5,000,000 in any fiscal year, subject to certain exceptions; and (viii) materially alter the Company’s business.
 
 
16

 
TANKE BIOSCIENCES CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)

In connection with the issuance of the Notes, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the investors which sets forth the rights of the investors to have the shares of common stock underlying the Notes and Warrants registered with the SEC for public resale. Pursuant to the Registration Rights Agreement, we agreed to file, no later than April 11, 2011, a registration statement to register the shares underlying the Notes and the Warrants and to have such registration statement effective no later than September 18, 2011. If the registration statement was not filed by April 11, 2011 (the “Filing Failure”), was not effective by September 18, 2011 (the “Effectiveness Failure”) or if, after the effective date, sales of securities included in the registration statement cannot be made (including, without limitation, because of a failure to keep the registration statement effective, to disclose such information as is necessary for sales to be made pursuant to the registration statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as liquidated damages (and in complete satisfaction and to the exclusion of any claims or remedies inuring to any holder of the securities) the Company is required to pay an amount in cash equal to 1% of the aggregate purchase price paid by the Investors on each of the following dates: (i) 20 days following the date of a Filing Failure; (ii) 30 days following the initial day of a Maintenance Failure; (iii) on every thirtieth day thereafter (pro-rated for periods totaling less than thirty days) until such failure is cured; (iv) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; (v) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to be made by the Company are limited to a maximum of 6% of the aggregate amount paid by the Investors ($460,204.29). The registration statement was not declared effective by December 31, 2011, as such an Effectiveness Failure occurred and the Company accrued the full $460,204. The Company will continue to assess the likelihood of payments under this arrangement.
 
The warrants issued as a component of the units were valued using the Black-Scholes method using the following assumptions: (1) life of warrants of 3 years, (2) annualized volatility of 100%, (3) fair value of stock as of grant date of $1.15, (4) exercise price of $1.40, (5) annual dividend rate of 0%, and (6) discount rate of 1.34%. Such calculation resulted in a warrant value of $4,470,536.

The proceeds of the unit offering were allocated to the Notes and warrants based on their relative fair values on a weighted average basis, with the resulting allocated value of the warrants of $2,824,350 being classified to additional paid in capital. Such discount to the Notes is being amortized over their expected life.

The beneficial conversion feature associated with the issuance of the above Notes, amounted to $2,824,350, which has also been recorded as a discount to the convertible notes payable and is being amortized over the life of the Notes. The Notes do not contain any embedded derivatives which require liability classification.

As of September 30, 2012, the book value of the Notes amounted to $6,569,182, which consisted of the aggregate face value of $7,670,071, less the remaining discount of $1,100,889.

13. INCOME TAX

The Company’s operating subsidiary, Guangzhou Tanke, is a “domestic enterprise” that is registered and operated in Guangzhou, the PRC. Income tax expense for the nine months ended September 30, 2012 and 2011 of $652,711 and $505,505 respectively, represents the provision for current income tax expenses in the PRC. The statutory income tax rate in PRC is 25%.

The $652,711 income tax expense for the nine months ended September 30, 2012 represents a 53% effective rate of the $1,222,780 income before tax.  However, included in the before tax income were amortization of discount on notes of $2,080,301, and interest expense of $1,058,291, both were incurred in the U.S.  Therefore, the PRC effective tax rate for the nine month period was 14.3% on PRC pretax income of $4,567,049.

Tanke Bio-Tech, a subsidiary of Guangzhou Tanke, is a joint venture with a foreign entity that received a full exemption from income taxes in 2007 and 2008 and half rate reduction (12.5%) for years 2009, 2010 and 2011 in accordance with the Law of the People's Republic of China on Income Tax of Enterprises with Foreign Investment and Foreign Enterprises and Notification of the State Council on Carrying out the Transitional Preferential Policies concerning Enterprise Income Tax (Guofa (2007) No. 39). Beginning in 2012, Tanke Bio-Tech starts benefiting from a different reduced tax rate of 15% due to its status of an official new, high-tech company.
 
 
17

 
TANKE BIOSCIENCES CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
As of September 30, 2012 and December 31, 2011, the income tax payable for the Company amounted to $1,746,235 and $1,216,841, respectively. All of the Company’s U.S. net operating loss carry forward was fully reserved.

Significant components of the Company’s deferred tax asset are as follows.
 
   
September 30,
   
December 31,
 
   
2012
   
2011
 
             
Deferred tax asset
           
Allowance for doubtful accounts
  $ 46,327     $ 46,042  
 
14. LONG-TERM LOANS

The details of the Company’s long-term borrowings are as follows:
 
   
September 30,
   
December 31,
 
   
2012
   
2011
 
 
           
Bank loans bearing interest at 5.85% and 7.36% per annum, maturing on January 30, 2013 and June 20, 2014. The loans are uncollateralized other than restricted cash deposited at the bank.
  $ 2,291,944     $ 1,413,821  
                 
Less: Current portion
    (1,343,553 )     (785,456 )
    $ 948,391     $ 628,365  

The bank loans consist of $711,293 (RMB 4,500,000) and $1,580,651 (RMB 10,000,000), bearing interest at 5.85% and 7.36% per annum, maturing on January 30, 2013 and June 20, 2014, respectively. Interest is calculated and paid on the 20th of each month. Principle payments are made on a quarterly basis.

Future schedules maturities of these note payable are as follows.
 
   
Year Ended
 
   
December 31,
 
2012
  $ 237,098  
2013
    1,264,521  
2014
    790,325  
    $ 2,291,944  
 
15. GOVERNMENT GRANT

The government grant liability represents an advance from the Chinese government for research and development projects. The Company has recorded the grants received as a government grant liability, and ratably recognizes the amount as a reduction of research and development expense when the related research and development activities are performed. As of September 30, 2012 and December 31, 2011, government grant balances are $187,193 and $355,754, respectively.
 
 
18

 
TANKE BIOSCIENCES CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
16. SEGMENT INFORMATION

The Company operates in four segments: organic trace mineral additives, functional regulation additives, herbal medicinal additives and other revenues. Management oversees each of these operations separately.
 
Property, equipment and other assets are shared and not tracked separately by segment. Administrative expenses are also not tracked by segment. Following is a breakdown of revenue, costs of sales and gross profit by segment.
 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
 Segment revenues
                       
 Organic Trace Mineral Additives
  $ 8,865,570     $ 4,903,065     $ 18,763,853     $ 13,704,308  
 Functional Regulation Additives
    733,785       1,257,219       2,480,324       2,915,994  
 Herbal Medicinal Additives
    94,271       81,962       191,110       166,230  
 Other
    212,955       5,587       443,222       392,614  
      9,906,581       6,247,833     $ 21,878,509     $ 17,179,146  
                                 
 Segment costs of sales
                               
 Organic Trace Mineral Additives
    5,744,163       3,134,802     $ 11,895,318     $ 8,534,522  
 Functional Regulation Additives
    509,057       799,849       1,668,369       1,824,921  
 Herbal Medicinal Additives
    72,291       65,349       187,535       141,023  
 Other
    195,967       4,212       414,430       236,613  
      6,521,478       4,004,212     $ 14,165,652     $ 10,737,079  
                                 
 Segment gross profit
                               
 Organic Trace Mineral Additives
    3,121,407       1,768,263     $ 6,868,535     $ 5,169,786  
 Functional Regulation Additives
    224,728       457,370       811,955       1,091,073  
 Herbal Medicinal Additives
    21,980       16,613       3,575       25,207  
 Other
    16,988       1,375       28,792       156,001  
      3,385,103       2,243,621     $ 7,712,857     $ 6,442,067  
                                 
 
 
 
19

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

The following discussion and analysis should be read in conjunction with our financial statements and the related notes. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as its plans, objectives, expectations and intentions. Its actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements. As a result of the Share Exchange and the VIE Agreements, the Company, through Kanghui Agricultural, its indirect wholly owned subsidiary, assumed management of the business activities of Guangzhou Tanke and has the right to appoint all executives and senior management and the members of the board of directors of Guangzhou Tanke. As used in this section, the terms “we”, “our”, “us” and the “Company” refer to the Company, our direct and indirect subsidiaries and Guangzhou Tanke, our principal operating business.

Overview

We are one of the leading animal nutrition and feed additive providers in China. In 2001, we were designated a certified high-tech company by the Guangzhou City Commission of Science and Technology as recognition for new technology developed by us in the agriculture industry. Our products optimize the growth and health of livestock such as pigs and cattle, as well as farmed fish, and seek to capitalize on China’s growing demand for safe and reasonably priced food. Feed additives are utilized in China at less than half the rate of the United States and Europe, and we have a significant growth opportunity as Chinese farmers and ranchers include a greater amount of increasingly sophisticated additive to their feed.

We have more than 165 employees, with 40 engaged in sale or sales-related activities. Our headquarters and manufacturing facilities are in a state-of-the-art 34,000 square-meter facility in the capital city of Guangzhou, in Guangdong province. We currently produce 22 branded feed additives, with each brand available in seven different mixes that correspond to different states of an animal’s life cycle.

Our major products address most key market categories within China’s animal feed additive industry including: Organic Trace Mineral Additives, which account for approximately 86% of our revenue, Functional regulation, which account for approximately 11% of our revenue, and Herbal Medicinal Additives, which account for approximately 1% of our revenue. Our extensive distribution network reaches China’s top 10 feed producers and the 500 largest animal farming operations. We currently market 22 different brands of feed additives at various price points to meet the demands of existing and prospective customers. Within each brand there are seven different mixes that correspond to the different growth stages of an animal’s life cycle. While the majority of our sales are domestic, international sales, mainly in Southeast Asia, Latin American and other developing countries, currently account for approximately 1% of our total sales.

Critical Accounting Policies

While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Basis of Preparation

The Company’s consolidated financial statements have been stated in US dollars and prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial statements and with instructions to Form 10-Q pursuant to the rules and regulations of Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and Article 8-03 of Regulation S-X under the Exchange Act. In the opinion of our management, we have included all adjustments considered necessary in order to make the financial statements not misleading. Operating results for the three and nine months ended September 30, 2012 are not indicative of the results that may be expected for the fiscal year ending December 31, 2012.
 
 
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Use of Estimates

In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These accounts and estimates include, but are not limited to, the valuation of the amount due from related parties, the net realizable value of inventories, the estimation of useful lives of property and equipment and intangible assets, and the value of warrants. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 605-10, Revenue Recognition, and SEC Staff Accounting Bulletin No. 104. Pursuant to these pronouncements, revenue is recognized when all of the following criteria are met:

- Persuasive evidence of an arrangement exists;
- Delivery has occurred or services have been rendered;
- The seller's price to the buyer is fixed or determinable; and
- Collectability is reasonably assured.

The Company’s revenue is generated through the wholesale and retail sale of livestock feed additives, including organic trace mineral additives, functional regulation additives, herbal medicinal additives and raw materials. Before the Company recognizes revenue on these product sales, written purchase orders and contracts are received in advance of all shipments of goods to customers. For sales within the Company’s own province, delivery is made by Company employees. Such delivery occurs on the same day as shipment. For delivery outside the province, shipment is made through a separate logistics company that assumes the risk of loss. Revenue is recognized upon shipment of goods to the customers. The Company typically does not incur bad debt losses because this type of loss is deducted from the salesperson’s compensation, thereby mitigating the loss to the Company. Therefore, collectability is reasonably assured.

Revenue is presented net of sales returns, which are not significant. However, the Company continually performs analyses of returns and records a provision at the time of sale if necessary. As of September 30, 2012, it was determined that potential returns and allowances were not material so the Company did not record a provision for returns. The Company revisits this estimate regularly and adjusts it if conditions change.

Research and Development Costs

Research and development costs are charged as expense when incurred and included in operating expenses.

Foreign Currency Translation

The Company and its subsidiaries maintain financial statements in the functional currency of each entity. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

The financial statements of each entity are prepared using the functional currency, and have been translated into United States dollars (“US$” or “$”). Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates for the period. Stockholders’ equity is translated at historical exchange rates. Any translation adjustments are included as a foreign exchange adjustment in other comprehensive income, a component of stockholders’ equity.

RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.
 
 
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Results of Operations for the Three Months Ended September 30, 2012 as Compared to the Three Months Ended September 30, 2011

The following is a comparison of our revenue, costs of sales and gross profit by segment for the three months ended September 30, 2012 and 2011.

Revenue and Costs of Sales

The Company operates in four segments: (1) Organic Trace Mineral Additives, (2) Functional Regulation Additives, (3) Herbal Medicinal Additives and (4) Other. Management tracks each of these operations separately. The Company evaluates the performance of its operating segments based on segment revenue and gross profit, and management uses aggregate segment gross profit as a measure of the overall performance of the business. The Company believes that information about aggregate segment gross profit assists investors by allowing them to evaluate changes in the gross profit of the Company’s various offerings separate from factors other than product offerings that affect net income.
 
   
Three Months Ended
             
   
September 30,
             
   
2012
   
2011
   
$ Change
   
% Change
 
                         
 Segment revenues
                       
 Organic Trace Mineral Additives
  $ 8,865,570     $ 4,903,065     $ 3,962,505       80.8 %
 Functional Regulation Additives
    733,785       1,257,219       (523,435 )     (41.6 %)
 Herbal Medicinal Additives
    94,271       81,962       12,309       15.0 %
 Other
    212,955       5,587       207,368       3711.9 %
    $ 9,906,581     $ 6,247,833     $ 3,658,748       58.6 %
                                 
 Segment costs of sales
                               
 Organic Trace Mineral Additives
  $ 5,744,163     $ 3,134,802     $ 2,609,361       83.2 %
 Functional Regulation Additives
    509,057       799,849       (290,792 )     (36.4 %)
 Herbal Medicinal Additives
    72,291       65,349       6,942       10.6 %
 Other
    195,967       4,212       191,755       4552.6 %
    $ 6,521,478     $ 4,004,212     $ 2,517,266       62.9 %
                                 
 Segment gross profit
                               
 Organic Trace Mineral Additives
  $ 3,121,407     $ 1,768,263     $ 1,353,144       76.5 %
 Functional Regulation Additives
    224,728       457,370       (232,643 )     (50.9 %)
 Herbal Medicinal Additives
    21,980       16,613       5,367       32.3 %
 Other
    16,988       1,375       15,613       1135.9 %
    $ 3,385,103     $ 2,243,621     $ 1,141,482       50.9 %
                                 
                                 
 
Organic Trace Mineral Additives

Organic trace mineral additives constitute the largest and fastest growing area of our business. We are one of China’s largest domestic providers of organic trace mineral additives, specializing in the development and production of chelated organic trace mineral additives. Our current trace mineral manufacturing facility is the largest chelating facilities in China and has the capacity to produce approximately 350 metric tons of organic trace minerals per week.

Revenue from organic trace mineral additives in the third quarter of 2012 increased by$3,962,505, or 80.8%, as compared to 2011. During the second and third quarters of 2012, demand for organic trace mineral additives rebounded after a slower first quarter due to the Chinese New Year holiday and soft overall economic growth. Our revenue in the third quarter of 2012 increased due in part to strict food safety rules and regulations enforced by the State Council of China regarding the animal feed and feed additive industries. We have benefited from these new industry standards, as smaller companies who produce sub-standard feed additives will not be able to operate. In addition, pig diseases began to seriously impact the pig farming industry in 2011, lowering demand for feed and feed additives, and driving pork prices to a record level. This problem has been alleviated and pork prices have been stabilized after the first quarter of 2012.  In 2012, organic trace mineral revenue accounted for approximately 89% of our revenues for the three months ended September 30, 2012 as compared to 78% for the three months ended September 30, 2011. Our gross profit percentage for the organic trace mineral additive sales amounted to 35.2% and 36.1% for the quarters ended September 30, 2012 and 2011, respectively.
 
 
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Functional Regulation Additives

Functional feed additives are widely used to enhance the properties of other products, improve feed efficiency and stimulate the rapid maturation of the immune system. We currently produce two types of functional regulation additives: feed acidifiers and flavor enhancers. Feed acidifiers are used to prevent microbial degradation of raw materials or finished feeds and to maintain the quality of feed. Flavor enhancers are used to improve feed palatability, enhance animal appetite and stimulate saliva, gastric and pancreatic juices and other digestive juice secretion and gastrointestinal motility and ultimately feed consumption and yield from production animals.

Revenue from functional regulation additives for the quarter ended September 30, 2012 decreased by $523,435, or 41.6%, as compared to the third quarter of 2011. The decrease in sales is primarily due to the segment being less emphasized during the third quarter of 2012, as more attention was placed pushing the growth of the organic trace mineral additive market.

Herbal Medicinal Additives

Chinese herbal feed additives utilize traditional Chinese medicine theory to improve an animal’s digestion and appetite and to regulate the yin and yang balance of an animal’s health. Herbal medicines come from plants, plant extracts, fungal and bee products, minerals, shells and certain animal parts. Compared to synthetic antibiotics or inorganic chemicals, these naturally-derived products are less toxic, residue free and thought to be ideal feed additives in food animal production.

Revenue from herbal medicinal additives for the quarter ended September 30, 2012 increased by $12,309, or 15%, as compared to the quarter ended September 30, 2011.  The revenue from herbal medicinal additives amounted to only 1% of our total revenue for the three months ended September 30, 2012 and 2011.

Other

Other revenue mainly consists of buying and then reselling raw materials. Revenue from raw material sales accounted for 2.1% of our revenue for the three months ended September 30, 2012.  This reflects a significant increase from prior year, primarily due to new demand from a major customer for a specific material.  The margin of this type of sales is low and demand many not be consistent.
 
 
23

 
 
Operating Expenses and Other Income / Expenses

The following table reconciles aggregate segment gross profit to net income for the three months ended September 30, 2012 and 2011.
 
   
Three Months Ended
             
   
September 30,
             
   
2012
   
2011
   
$ Change
   
% Change
 
                         
Gross profit
  $ 3,385,103     $ 2,243,621     $ 1,141,482       50.9 %
Selling expenses
    (611,880 )     (486,231 )     125,649       25.8 %
Administrative expenses
    (574,092 )     (545,100 )     28,992       5.3 %
Other operating expenses
    -       (4,809 )     (4,809 )     (100.0 %)
Depreciation and amortization
    (16,642 )     (3,685 )     12,957       351.6 %
      Income from operations
    2,182,489       1,203,796       978,693       (81.3 %)
Other income/expense
                               
Interest income
    23,573       25,563       (1,990 )     (7.8 %)
Interest expense
    (316,422 )     (814,415 )     (497,993 )     (61.1 %)
Amortization of discount on notes
    (698,495 )     (1,396,990 )     (698,495 )     (50.0 %)
Registration rights agreement expense
            (260,782 )     (260,782 )     (100.0 %)
Foreign exchange losses, net
    -       (17,846 )     (17,846 )     (100.0 %)
      Income (loss) before income taxes
    1,191,145       (1,260,674 )     2,451,819       194.5 %
Income tax expense
    (222,513 )     (185,197 )     37,316       20.1 %
      Net income (loss)
  $ 968,632     $ (1,445,871 )   $ 2,414,503       167.0 %
 
Selling, General and Administrative Expenses

Selling expenses for the three months ended September 30, 2012 increased by $125,649, or 25.8%, as compared to 2011.  The selling expenses increased due primarily to the 58.6% increase in sales for the third quarter, as the number of sales people increased to handle the increased sales levels.

General and administrative expenses for the three months ended September 30, 2012 increased by $28,992, or 5.3%, as compared to 2011. The expenses remained consistent due to our administrative activities being consistent during both of these periods.

Other Income/Expenses

Interest income for the three months ended September 30, 2012 decreased slightly by $1,990 as compared to the three months ended September 30, 2011. Our interest income has remained consistent as our levels of cash have remained consistent.

Interest expense for the three months ended September 30, 2012 decreased by $497,993 as compared to 2011. The primary reason for this decrease was due to lower amortization of capitalized offering costs recorded in 2012 resulting from a change in estimate for the life of the offering costs. The offering costs were being amortized over a one year period in the first nine months of 2011, and a two year period in 2012.

The expense associated with the amortization of discounts on our convertible notes payable for the three months ended September 30, 2012 amounted to $698,495 as compared to $1,396,990 in 2011. As discussed above with the amortization of the capitalized offering costs, the convertible notes payable were issued in February 2011 and were being amortized over a period of one year in the first nine months of 2011. In 2012 we revised our estimate to amortize the amounts over a two year period. These amounts are expected to be amortized through February 2013.

Income Tax Expense

Our income tax expense increased by $37,316 for the three months ended September 30, 2012 as compared to 2011. The increase was attributable to an increase in taxable income during the quarter.

Pursuant to Section 26 of the Inland Revenue Ordinance (“IRO”), the governing statute of Hong Kong taxation, any dividend income received by any entity subject to IRO would not be taxable in Hong Kong. Furthermore, foreign (non-Hong Kong) investment income that is repatriated to Hong Kong is not subject to Hong Kong profits (income) tax.
 
 
24

 
 
Results of Operations for the Nine Months Ended September 30, 2012 as Compared to the Nine Months Ended September 30, 2011

The following is a comparison of our revenue, costs of sales and gross profit by segment for the nine months ended September 30, 2012 and 2011.

Revenue and Costs of Sales

The Company operates in four segments: (1) Organic Trace Mineral Additives, (2) Functional Regulation Additives, (3) Herbal Medicinal Additives and (4) Other. Management tracks each of these operations separately. The Company evaluates the performance of its operating segments based on segment revenue and gross profit, and management uses aggregate segment gross profit as a measure of the overall performance of the business. The Company believes that information about aggregate segment gross profit assists investors by allowing them to evaluate changes in the gross profit of the Company’s various offerings separate from factors other than product offerings that affect net income.
 
                         
   
Nine Months Ended
             
   
September 30,
             
   
2012
   
2011
   
$ Change
   
% Change
 
                         
 Segment revenues
                       
 Organic Trace Mineral Additives
  $ 18,763,853     $ 13,704,308     $ 5,059,545       36.9 %
 Functional Regulation Additives
    2,480,324       2,915,994       (435,670 )     (14.9 %)
 Herbal Medicinal Additives
    191,110       166,230       24,880       15.0 %
 Other
    443,222       392,614       50,608       12.9 %
    $ 21,878,509     $ 17,179,146     $ 4,699,363       27.4 %
                                 
 Segment costs of sales
                               
 Organic Trace Mineral Additives
  $ 11,895,318     $ 8,534,522     $ 3,360,796       39.4 %
 Functional Regulation Additives
    1,668,369       1,824,921       (156,552 )     (8.6 %)
 Herbal Medicinal Additives
    187,535       141,023       46,512       33.0 %
 Other
    414,430       236,613       177,817       75.2 %
    $ 14,165,652     $ 10,737,079     $ 3,428,573       31.9 %
                                 
 Segment gross profit
                               
 Organic Trace Mineral Additives
  $ 6,868,535     $ 5,169,786     $ 1,698,749       32.9 %
 Functional Regulation Additives
    811,955       1,091,073       (279,118 )     (25.6 %)
 Herbal Medicinal Additives
    3,575       25,207       (21,632 )     (85.8 %)
 Other
    28,792       156,001       (127,209 )     (81.5 %)
    $ 7,712,857     $ 6,442,067     $ 1,270,790       19.7 %
 
Organic Trace Mineral Additives

Organic trace mineral additives constitute the largest and fastest growing area of our business. We are one of China’s largest domestic providers of organic trace mineral additives, specializing in the development and production of chelated organic trace mineral additives. Our current trace mineral manufacturing facility is the largest chelating facilities in China and has the capacity to produce approximately 350 metric tons of organic trace minerals per week.

Revenue from organic trace mineral additives for the nine months ended September 30, 2012 increased by $5,059,545, or 36.9%, as compared to 2011. During the second and third quarters of 2012, demand for organic trace mineral additives rebounded after a slower first quarter due to the Chinese New Year holiday and soft overall economic growth. Our revenue also increased due in part to strict food safety rules and regulations enforced by the State Council of China regarding the animal feed and feed additive industries. We have benefited from these new industry standards, as smaller companies who produce sub-standard feed additives will not be able to operate. In 2012, this revenue accounted for approximately 86% of our revenues for the nine months ended September 30, 2012 as compared to 80% for the nine months ended September 30, 2011. Our gross profit percentage for the organic trace mineral additive sales amounted to 36.6% and 37.7% for the nine months ended September 30, 2012 and 2011, respectively.
 
 
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Functional Regulation Additives

Functional feed additives are widely used to enhance the properties of other products, improve feed efficiency and stimulate the rapid maturation of the immune system. We currently produce two types of functional regulation additives: feed acidifiers and flavor enhancers. Feed acidifiers are used to prevent microbial degradation of raw materials or finished feeds and to maintain the quality of feed. Flavor enhancers are used to improve feed palatability, enhance animal appetite and stimulate saliva, gastric and pancreatic juices and other digestive juice secretion and gastrointestinal motility and ultimately feed consumption and yield from production animals.

Revenue from functional regulation additives for the nine months ended September 30, 2012 decreased by $435,670, or 14.9%, as compared to the nine months ended September 30, 2011. The decrease is due primarily to more attention being placed on growing the organic trace mineral sales.  The gross profit percentage for the nine months ended September 30, 2012 decreased to 32.7%, as compared to 37.4% for the nine months ended September 30, 2011 due to higher material and labor costs.

Herbal Medicinal Additives

Chinese herbal feed additives utilize traditional Chinese medicine theory to improve an animal’s digestion and appetite and to regulate the yin and yang balance of an animal’s health. Herbal medicines come from plants, plant extracts, fungal and bee products, minerals, shells and certain animal parts. Compared to synthetic antibiotics or inorganic chemicals, these naturally-derived products are less toxic, residue free and thought to be ideal feed additives in food animal production.

Revenue from herbal medicinal additives for the nine months ended September 30, 2012 increased by $24,880, or 15%, as compared to the nine months ended September 30, 2011. Our gross profit for the nine months ended September 30, 2012 amounted to 1.9% as compared to 15.2% in 2011 due to significant increase in material costs.

Herbal Medicinal Additives are still in a development and introductory stage when customers are adapting to the usage and we have been developing new products and production processes to lower costs and offer more affordable products in this category, as well as new marketing strategy to grow sales. Prices and costs will continue to fluctuate in the near future until the right balance is reached.

Other

Other revenue mainly consists of buying and then reselling raw materials. Revenue from raw material sales accounted for 2% of our revenue for the nine months ended September 30, 2012 and increased by $50,608 as compared to 2011. This revenue is very price sensitive and margin is minimal, while demands are sporadic. Going forward, we do not expect this to be a significant source of revenue.
 
 
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Operating Expenses and Other Income / Expenses

The following table reconciles aggregate segment gross profit to net income for the nine months ended September 30, 2012 and 2011.
 
                         
   
Nine Months Ended
             
   
September 30,
             
   
2012
   
2011
   
$ Change
   
% Change
 
                         
                         
                         
Gross profit
  $ 7,712,857     $ 6,442,067     $ 1,270,790       19.7 %
Selling expenses
    (1,706,112 )     (1,690,287 )     15,825       0.9 %
Administrative expenses
    (1,795,328 )     (3,870,005 )     (2,074,677 )     (53.6 %)
Other operating expenses
    -       (96,498 )     (96,498 )     (100.0 %)
Depreciation and amortization
    (43,071 )     (66,864 )     (23,793 )     (35.6 %)
      Income (loss) from operations
    4,168,346       718,413       3,449,933       (480.2 %)
Other income/expense
                               
Interest income
    193,026       29,173       163,853       561.7 %
Interest expense
    (1,058,291 )     (1,497,364 )     (439,073 )     (29.3 %)
Amortization of discount on notes
    (2,080,301 )     (3,538,030 )     (1,457,729 )     (41.2 %)
Registration rights agreement expense
            (260,782 )     (260,782 )     (100.0 %)
Foreign exchange losses, net
    -       (70,246 )     (70,246 )     (100.0 %)
      Income (loss) before income taxes
    1,222,780       (4,618,836 )     5,841,616       126.5 %
Income tax expense
    (652,711 )     (505,505 )     147,206       29.1 %
      Net income (loss)
  $ 570,069     $ (5,124,341 )   $ 5,694,410       111.1 %
                                 
                                 
 
Selling, General and Administrative Expenses

Selling expenses for the nine months ended September 30, 2012 increased slightly by $15,825, or 0.9%, as compared to 2011. The amount represents primarily travel and meeting expenses for sales department staff to develop new customers and expand the market. The amounts for the nine months ended September 30, 2012 increased by only 0.9% as compared to 2011 despite the increase in sales for the same period of 27.4%, as we have more closely controlled our expenses due to the reduced amount of sales experienced in the first quarter of 2012.  In addition, we have developed a new sales and marketing division targeting the end-user market segment, or the largest animal farms in China, through utilization of distributors in 2012.  Selling expenses for this market segment are relatively lower than selling to the feed producer market.

General and administrative expenses for nine months ended September 30, 2012 decreased by $2,074,677 as compared to 2011. This was due to higher accounting and legal expenses associated with our public filings in 2011, which did not occur in 2012. In particular, we issued shares of common stock to a consultant as compensation in 2011, which accounted for $2,491,938 of the total administrative expenses. There were no such expenses in 2012.

Other Income/Expenses

Interest income for the nine months ended September 30, 2012 increased by $163,853 as compared with the nine months ended September 30, 2011. This increase is due primarily to interest income received during the second quarter of 2012 resulting from loans we made to a customer and a supplier in the fourth quarter of 2011.

Interest expense for the nine months ended September 30, 2012 decreased by $439,073 as compared to 2011. The primary reason for this decrease was due to lower amortization of capitalized offering costs recorded in 2012 resulting from a change in estimate for the life of the offering costs. The offering costs were being amortized over a one year period in the first nine months of 2011, and a two year period in 2012.

The expense associated with the amortization of discounts on our convertible notes payable for the nine months ended September 30, 2012 amounted to $2,080,301 as compared to $3,538,030 in 2011. The convertible notes payable were issued in February 2011 and were being amortized over a period of one year in the first nine months of 2011.  In 2012 we revised our estimate to amortize the amounts over a two year period. These amounts are expected to be amortized through February 2013.
 
 
27

 

Income Tax Expense

Our income tax expense increased by $147,206 for the nine months ended September 30, 2012 as compared to 2011. The increase was attributable to an increase in taxable income during the quarter.
 
The $652,711 income tax expense for the nine months ended September 30, 2012 represents a 53% effective rate of the $1,222,780 income before tax.  However, included in the before tax income were amortization of discount on notes of $2,,080,301, and interest expense of $1,058291, both were incurred in the U.S.  Therefore, the PRC effective tax rate for the nine month period was 14.3% on PRC pretax income of $4,567,049.

Pursuant to Section 26 of the Inland Revenue Ordinance (“IRO”), the governing statute of Hong Kong taxation, any dividend income received by any entity subject to IRO would not be taxable in Hong Kong. Furthermore, foreign (non-Hong Kong) investment income that is repatriated to Hong Kong is not subject to Hong Kong profits (income) tax.

Liquidity and Capital Resources

As of September 30, 2012 and 2011 we had cash balances of $11,043,457 and $10,216,539, respectively. The following table provides detailed information about our net cash flow for all financial statement periods presented in this report. To date, we have financed our operations primarily by cash from operations, issuance of convertible notes and capital contribution by our stockholders.

The following table sets forth a summary of our cash flows for the periods indicated.
 
                         
   
Nine Months Ended
             
   
September 30,
               
   
2012
   
2011
   
$ Change
   
% Change
 
                           
Net cash provided by operating activities
  $ 3,972,776     $ 1,014,815     $ 2,957,961       291.5 %
Net cash used in investing activities
    (1,784,833 )     (2,255,974 )     471,141       (20.9 %)
Net cash provided by financing activities
    1,046,284       8,887,902       (7,841,618 )     (88.2 %)
Effect of foreign currency conversion on cash
    109,074       347,770       (238,696 )     (68.6 %)
Net increase in cash
  $ 3,343,301     $ 7,994,513     $ (4,651,212 )     (58.2 %)
 
Operating Activities

Net cash provided by operating activities was $3,343,301 for the nine months ended September 30, 2012 compared to cash provided of $7,994,513 for the nine months ended September 30, 2011. We had net income of $570,069 during the nine months ended September 30, 2012, and a significant amount of our expenses were non-cash related such as $404,123 for depreciation and amortization of fixed and intangible assets, $2,080,301 for the amortization of the discounts recorded on our convertible notes payable, as well as $598,088 of offering cost amortization. As a result, we continue to generate positive cash from operations of $3,972,776.

During the same period in 2011, our net loss of $5,124,341 included non-cash expenses of $3,538,030 for the amortization of the discounts on the convertible notes payable, $2,491,938 for common stock issued for services, as well as $1,017,184 in capitalized offering cost amortization. As a result of these non-cash expenses, we generated positive cash flows from operations of $1,014,815 during the nine months ended September 30, 2011.

Investing Activities

Net cash used in investing activities was $1,784,833 for the nine months ended September 30, 2012, which was the result of an increase in loans to customers and suppliers and other receivables of $507,250, spending for the acquisition of property and equipment of $799,922 and the purchase of intangible assets of $477,661.  During the nine months ended September 30, 2011, we had net cash used in investing activities of $2,255,974 due to an increase in other receivables of $1,156,767, spending for the acquisition of property and equipment of $476,636, and increase in restricted cash of $698,646, partially offset by cash of $76,075 acquired as a result of the VIE agreement with China Flying in the first quarter of 2011.
 
 
28

 

Financing Activities

Net cash provided by financing activities was $1,046,284 for the nine months ended September 30, 2012 due primarily to an additional loan of approximately $1.6 million received in the second quarter of 2012, offset by paydown of bank borrowings of approximately $700,000. During the nine months ended September 30, 2011, we had net cash provided by financing activities of $8,887,902, resulting primarily from the net proceeds from the issuance of convertible notes of $6,522,563, and net proceeds from bank borrowings of $458,215.

We have historically funded our operation primarily through cash generated from operations. Over the next twelve months, we intend to pursue organic and acquisitive growth and increase our market share in mainland China. We believe that our cash on hand and cash flow from operations will meet our present operating cash needs for the next 12 months. However, we will require additional cash resources to meet the cash requirements of our planned long-term growth.

Additionally, we may require additional cash resources due to changed business conditions, implementation of our strategy to ramp up our marketing efforts and increase brand awareness, or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity, securities, convertible notes or warrants in the future.

Effect of Changes in the Foreign Exchange Rate

Upon translation of the Company’s financial statements into US Dollars for the purpose of financial reporting in the United States, the exchange rate between the Chinese Renminbi and the US Dollar can have an impact on the amount of reported cash on hand.

However all of the Company’s revenue is generated in China, and currently over 90% of its cost is within China. As a result, from an operational standpoint, a change in the exchange rate has relatively little impact on the Company. Such change is not expected to affect the Company’s liquidity in any significant way.

Economy and Inflation

Inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future.

We have not experienced any significant cancellation in orders due to the downturn in the economy. Furthermore, we have also had only a small number of customer-requested delays in delivery or production.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have, or are reasonably likely to have a current or future effect on our financial statements.

Seasonality

Our operating results and operating cash flows historically have not been subject to significant seasonal variations. However, sales around Chinese New Year are typically comparatively lower than other months. This pattern may change as a result of new market opportunities or new product introduction.

Recent Accounting Pronouncements

See Note 2 of the accompanying consolidated financial statements for a description of recent accounting pronouncements. We do not anticipate that the adoption of these recent accounting pronouncements will have a material impact on our financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable because we are a smaller reporting company.
 
 
29

 

Item 4. Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under  the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report.

Based on that assessment, management identified material weaknesses in our disclosure controls and procedures related to the maintenance of our books and records in accordance with GAAP used in the Peoples’ Republic of China, and the conversion of those books and records to GAAP used in the United States of America. Specifically, the material weaknesses related to (1) our process for periodic financial reporting, including documentation of procedures and timely review of financial reports and statements, particularly as it relates to the conversion from Chinese to US GAAP, (2) adequate qualified staff necessary to effectively apply the process, and (3) methods and practices employed to report unusual transactions such as our reverse merger. A material weakness is a control deficiency, or combination of control deficiencies such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. As a result of these material weaknesses, management concluded that the Company's disclosure controls and procedures were not effective as of September 30, 2012. Our management has discussed the material weaknesses described above with our board of directors.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting during the third quarter ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 
30

 

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

The nature of our business exposes us to the potential for legal proceedings related to labor and employment, personal injury, property damage, and environmental matters. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including our assessment of the merits of each particular claim, as well as our current reserves and insurance coverage, we do not expect that any known legal proceeding will in the foreseeable future have a material adverse impact on our financial condition or the results of our operations.

Item 1A. Risk Factors.

There has been no material change to our risk factors from those presented in our Form 10-K for the fiscal year ended December 31, 2011.

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 No.
 
Description
     
31.1
 
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2
 
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1
 
Certification of Principal Executive Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
32.2
 
Certification of Principal Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
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 †
     
*
 
Filed herewith.
**
 
In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and not filed.
 
Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 
31

 
 
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, there unto duly authorized.

 
TANKE BIOSCIENCES CORPORATION
 
       
Date: November 14, 2012
By:
/s/ Guixiong Qiu
 
   
Guixiong Qiu
 
   
Chief Executive Officer
 
   
(Duly Authorized Officer and Principal Executive Officer)
 
       
Date: November 14, 2012
By:
/s/ Gilbert Lee
 
   
Gilbert Lee
 
   
Chief Financial Officer
 
   
(Duly Authorized Officer and Principal Financial Officer)
 
 
 
32

EX-31.1 2 f10q0912ex31i_tankebiocorp.htm CERTIFICATION f10q0912ex31i_tankebiocorp.htm
Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Guixiong Qiu, hereby certify that:  

1.           I have reviewed this Quarterly Report on Form 10-Q of Tanke Biosciences Corporation;

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 under which such statements were made, not misleading with respect to the period covered by this 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 registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer 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 internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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 principles;

c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about 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 changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’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 registrant’s internal control over financial reporting.

Dated: November 14, 2012
/s/ Guixiong Qiu
 
Guixiong Qiu
 
Chief Executive Officer
(Principal Executive Officer)

EX-31.2 3 f10q0912ex31ii_tankebiocorp.htm CERTIFICATION f10q0912ex31ii_tankebiocorp.htm
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Gilbert Kwong-Yiu Lee, hereby certify that:

1.           I have reviewed this Quarterly Report on Form 10-Q of Tanke Biosciences Corporation;

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 under which such statements were made, not misleading with respect to the period covered by this 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 registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer 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 internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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 principles;

c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about 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 changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’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 registrant’s internal control over financial reporting.

Dated: November 14, 2012
 /s/ Gilbert Kwong-Yiu Lee
 
Gilbert Kwong-Yiu Lee
 
Chief Financial Officer
(Principal Financial Officer)



EX-32.1 4 f10q0912ex32i_tankebiocorp.htm CERTIFICATION f10q0912ex32i_tankebiocorp.htm
Exhibit 32.1
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the accompanying Quarterly Report on Form 10-Q of Tanke Biosciences Corporation for the period ended September 30, 2012, I, Guixiong Qiu, Chief Executive Officer of Tanke Biosciences Corporation, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
 
1.
Such Quarterly Report on Form 10-Q for the period ended September 30, 2012, 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 such Quarterly Report on Form 10-Q for the period ended September 30, 2012, fairly represents in all material respects, the financial condition and results of operations of Tanke Biosciences Corporation.
 

Dated: November 14, 2012
/s/ Guixiong Qiu
 
Guixiong Qiu
 
Chief Executive Officer
(Principal Executive Officer)

EX-32.2 5 f10q0912ex32ii_tankebiocorp.htm CERTIFICATION f10q0912ex32ii_tankebiocorp.htm
Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the accompanying Quarterly Report on Form 10-Q of Tanke Biosciences Corporation for the period ended September 30, 2012, I, Gilbert Kwong-Yiu Lee, Chief Financial Officer of Tanke Biosciences Corporation, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
 
1.
Such Quarterly Report on Form 10-Q for the period ended September  30, 2012, 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 such Quarterly Report on Form 10-Q for the period ended September  30, 2012, fairly represents in all material respects, the financial condition and results of operations of Tanke Biosciences Corporation.

 
Dated: November 14, 2012
/s/ Gilbert Kwong-Yiu Lee
 
Gilbert Kwong-Yiu Lee
 
Chief Financial Officer
(Principal Financial Officer)

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