10-Q

U. S. Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended December 31, 2011
[   ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File No. 0-53254

JINZANGHUANG TIBET PHARMACEUTICALS, INC. (Name of Registrant in its Charter)
Delaware	26-2443288
(State of Other Jurisdiction of incorporation or organization)	(I.R.S.) Employer I.D. No.)
Leling Economic Development Zone, Kaiyuan East Blvd., Dezhou,  Shandong Province, P.R. China 253600
(Address of Principal Executive Offices)

Issuer's Telephone Number: 86-534-2111-962

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)  Yes [X]    No [    ]

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

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

Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting company [X]

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:

February 16, 2012

Common Voting Stock: 40,665,063

1

JINZANGHUANG TIBET PHARMACEUTICALS, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE FISCAL QUARTER ENDED DECEMBER 31, 2011

TABLE OF CONTENTS

		Page No
Part I	Financial Information
Item 1.	Financial Statements (unaudited):
	Condensed Consolidated Balance Sheets – December 31, 2011 and June 30, 2011	2
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months Ended December 31, 2011 and 2010	3
	Condensed Consolidated Statements of Cash Flows – for the Six Months Ended December 31, 2011 and 2010	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3	Quantitative and Qualitative Disclosures about Market Risk	15
Item 4.	Controls and Procedures	15
Part II	Other Information
Item 1.	Legal Proceedings	15
Items 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults upon Senior Securities	16
Item 4.	Reserved	16
Item 5.	Other Information	16
Item 6.	Exhibits	16

2

JINZANGHUANG TIBET PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
	December31,		June30,
	2011		2011
	(Unaudited)		(Audited)
CURRENT ASSETS:
Cash	$	5,249,023	$	2,176,655
Accounts receivable		903,324		482,263
Due from related party		266,043		265,102
Contract deposit		-		135,376
Prepaid expenses and other current assets		4,013		24,744
Deferred tax assets		93,247		91,177
TOTAL CURRENT ASSETS		6,515,650		3,175,317
Property and equipment, net of accumulated depreciation		410,946		409,554
Intangible assets, net of accumulated amortization		191,344		188,739
TOTAL  ASSETS	$	7,117,940	$	3,773,610
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Due to related party	$	36,630	$	35,910
Accrued expenses and other current liabilities		524,648		526,510
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES		561,278		562,420
STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value, 300,000,000 shares authorized, 40,665,063 and 40,665,063 shares issued and outstanding at December 31, 2011 and June 30, 2011, respectively		40,665		40,665
Additional paid-in capital		1,264,427		1,264,427
Retained earnings		4,704,040		1,644,015
Accumulated other comprehensive income		221,217		100,657
TOTAL STOCKHOLDERS' EQUITY OF THE COMPANY		6,230,349		3,049,764
Non-controlling interests		326,313		161,426
TOTAL STOCKHOLDERS' EQUITY		6,556,662		3,211,190
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	7,117,940	$	3,773,610
The accompanying notes are an integral part of these condensed consolidated financial statements.

3

JINZANGHUANG TIBET PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
	Three Months Ended December 31,				Six Months Ended December 31,
	2011		2010		2011		2010
REVENUE
Pharmaceutical products	$	-	$	-	$	-	$	26,673
Services		2,659,182		553,038		5,223,765		553,038
		2,659,182		553,038		5,223,765		579,711
COST OF SALES
Pharmaceutical products		-		-		-		24,299
Services		441,349		68,872		675,181		68,872
Business and sales related tax		148,830		-		278,142		-
		590,179		68,872		953,323		93,171
GROSS PROFIT		2,069,003		484,166		4,270,442		486,540
COSTS AND EXPENSES
General and Administrative Expenses		72,514		64,858		187,153		98,737
OPERATING INCOME		1,996,489		419,308		4,083,289		387,803
OTHER INCOME		6,348		-		7,402		-
INCOME BEFORE INCOME TAX		2,002,837		419,308		4,090,691		387,803
INCOME TAX		397,729		106,993		873,295		100,060
NET INCOME		1,605,108		312,315		3,217,396		287,743
LESS: NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS		74,695		15,995		157,371		14,437
NET INCOME ATTRIBUTABLE TO THE COMPANY		1,530,413		296,320		3,060,025		273,306
OTHER COMPREHENSIVE INCOME
Foreign currency translation gain, net of tax		56,457		20,011		128,076		39,938
COMPREHENSIVE INCOME		1,586,870		316,331		3,188,101		313,244
LESS: OTHER COMPREHENSIVE INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS		2,823		10,512		7,516		26,581
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY	$	1,584,047	$	305,819	$	3,180,585	$	286,663
Basic and diluted earnings per common share	$	0.04	$	0.01	$	0.08	$	0.01
Weighted average number of shares outstanding		40,665,063		40,665,063		40,665,063		40,665,063
The accompanying notes are an integral part of these condensed consolidated financial statements.

4

JINZANGHUANG TIBET PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
	Six Months Ended December 31,
	2011			2010
OPERATING ACTIVITIES:
Net income	$	3,217,396		$	287,743
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		11,300			9,456
Amortization of long-term contract		-			7,585
Deferred tax		-			(4,039	)
Cash provided by operating assets and liabilities:
Accounts receivable		(408,616	)		(243,757	)
Inventory		-			24,923
Advance to supplier		-			(7,585	)
Contract deposit		149,106			-
Prepaid expenses and other current assets		-			5,639
Accrued expenses and other current liabilities		(422	)		121,292
NET CASH PROVIDED BY OPERATING ACTIVITIES		2,968,764			201,257
INVESTING ACTIVITIES:
Repayment for due from related party		7,507			-
NET CASH PROVIDED IN INVESTING ACTIVITIES		7,507			-
EFFECT OF EXCHANGE RATE ON CASH		96,097			3,352
INCREASE IN CASH		3,072,368			204,609
CASH - BEGINNING OF PERIOD		2,176,655			42,184
CASH - END OF PERIOD	$	5,249,023		$	246,793
Supplemental disclosure of cash flow information:
Cash paid for income tax	$	482,943		$	-
The accompanying notes are an integral part of these condensed consolidated financial statements.

5

JINZANGHUANG TIBET PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2011 AND 2010

(Unaudited)

1           BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES

Business description

Jinzanghuang Tibet Pharmaceuticals, Inc. (“the Company”) is engaged in providing consulting services to facilitate the distribution of Tibetan pharmaceutical and nutraceutical products in the People’s Republic of China (“PRC”).  The Company’s operations are carried out through Beijing Taibodekang Consulting Co., Ltd. (“BTC”) and Leling Jinzanghuang Biotech Co., Ltd. (Leling JZH).

On January 12, 2009 Jinzanghuang Tibet Pharmaceuticals, Inc.  acquired all of the outstanding capital stock of Tibet Medicine, Inc. (“TMI”), a Delaware corporation, in exchange for the issuing of 36,401,462 shares of its common stock to the shareholders of TMI, representing 89.6% of the issued and outstanding shares of the Company.

For accounting purposes, the above transaction was accounted for as a reverse merger. TMI became the surviving entity for accounting purposes, whereas the Company will be recognized as the surviving entity for legal purposes.

TMI was organized under the laws of Delaware on September 4, 2008 and is the 100% owner of the registered capital of BTC.

BTC is a Wholly Foreign Owned Entity that was organized under the laws of the People’s Republic of China on December 5, 2008. On January 4, 2009, BTC entered into four ten-year agreements (the “Entrusted Management Agreements”) with Leling JZH and its registered equity holders.  Three of the agreements were amended as of July 24, 2009.  The purpose of these agreements is to transfer to BTC full responsibility for the management of Leling JZH, as well as 95% of the financial benefits that arise from the business of Leling JZH. As a result, BTC now has control over the business of Leling JZH and is considered a variable interest entity.  Thus its operations have been included with the Company’s condensed consolidated financial statements.

Leling JZH was incorporated under the laws of PRC as a limited liability company on November 20, 2008. 

Basis of presentation

The unaudited condensed consolidated financial statements presented herein include the accounts of Jinzanghuang Tibet Pharmaceuticals, Inc., its wholly owned subsidiary (BTC) and variable interest entity (Leling JZH).  All inter-company transactions and balances among the Company and its subsidiaries are eliminated upon consolidation.  These unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America.  These statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2011.  In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The results of operations for the six months ended December 31, 2011 may not be indicative of the results that may be expected for the year ending June 30, 2012.

The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and are presented in U.S. Dollars.

Uses of estimates in the preparation of financial statements

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

6

JINZANGHUANG TIBET PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2011 AND 2010

(Unaudited)

1           BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Variable Interest Entity

Effective January 1, 2009, the Consolidation Topic, ASC 810-10-45-16, revised the accounting treatment for non-controlling minority interests of partially-owned subsidiaries.  Non-controlling minority interests represent the allocation of earnings to the VIE owners who are not at risk for the majority of losses of the VIE, which have been accounted for by using the consolidation method of accounting.

The accounts of Leling JZH have been consolidated with the accounts of the Company because Leling JZH is a variable interest entity with respect to Beijing Taibodekang, which is a wholly-owned subsidiary of the Company.  Beijing Taibodekang has a contractual obligation to provide management services to Leling JZH, and the management of the operations of Leling JZH is carried out by Company personnel in fulfillment of that obligation.  Beijing Taibodekang also has a contractual obligation to reimburse Leling JZH for any losses incurred as a result of the operations of Leling JZG, and the Company’s principal shareholders have caused funds to be contributed to Leling JZG during the years ended June 30, 2010 and 2009 in satisfaction of that obligation.  The carrying amount and classification of Leling JZH’s assets and liabilities included in the Condensed Consolidated Balance Sheets are as follows:

	December 31, 2011		June 30, 2011
Total current assets	$	6,359,167	$	3,127,466
Total assets		7,043,730		3,805,962
Total current liabilities		521,661		557,999
Total liabilities		521,661		557,999

The amounts shown in the above table as of June 30, 2011 include intercompany payables and receivables that have been eliminated in consolidating Leling JZH with the Company. As of December 31, 2011, Leling JZH has settled all its payables and receivables with TMI and Beijing Taibodekang. As of December 31, 2011 and June 30, 2011, $0 and $66,883 were receivable from TMI for expenses paid by Leling JZH. As of December 31, 2011 and June 30, 2011, $0 and $51,675 were payable to Beijing Taibodekang for management fees.

The Consulting Agreement between Leling Jinzanghuang and Beijing Taibodekang requires that, in payment for the consulting services provided by Beijing Taibodekang, Leling Jinzanghuang will pay fees to Beijing Taibodekang equal to:

· 10,000 RMB per month, plus

· 95% of the annual gross profit of Leling Jinzanghuang.

The Consulting Agreement also provides, however, that Beijing Taibodekang will reimburse Leling Jinzanghuang for the amount of any net loss incurred by Leling Jinzanghuang during the period when it is managed by Beijing Taibodekang. As of December 31, 2011, the total management fees accrued are RMB 364,000 ($57,052), which has been settled during the quarter ended December 31, 2011. As of December 31, 2011, the total gross profit of Leling JZH has been consolidated with the Company are $4,852,725 (RMB 30,961,102), which were 95% of the total gross profit of Leling JZH.

Cash

The Company maintains cash with financial institutions in the People’s Republic of China (“PRC”) which are not insured or otherwise protected.  Should any of these institutions holding the Company’s cash become insolvent, or if the Company is unable to withdraw funds for any reason, the Company could lose the cash on deposit with that institution.

7

JINZANGHUANG TIBET PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2011 AND 2010

(Unaudited)

1           BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-based compensation

The Company records stock-based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expense related to the fair value of its share-based compensation. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method.

Currency translation

Since the Company operates primarily in the PRC, the Company’s functional currency is the Chinese Yuan (”RMB”).  The Company’s financial statements have been translated into the reporting currency, the United States Dollar (“USD”). Assets and liabilities of the Company are translated at the prevailing exchange rate at each reporting period end date. Contributed capital accounts are translated using the historical rate of exchange when capital is injected. Income and expense accounts are translated at the average rate of exchange during the reporting period. Translation adjustments resulting from translation of these condensed consolidated financial statements are reflected as accumulated other comprehensive income in stockholders’ equity.

The 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 USD at the rates used in translation.

Statement of Cash Flows

In accordance with FASB ASC Topic 230, “Statement of Cash Flows,” cash flows from the Company’s operations are calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the Company’s condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the condensed consolidated balance sheet.

Earnings per share

Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period.  Diluted earnings per share is computed similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  There are no such additional common shares available for dilution purposes as of December 31, 2011 and 2010.

New Accounting Pronouncements

In May 2011, Accounting Standards Update (“ASU”) 2011-04 was issued. This update amends Topic 820 to achieve common fair value measurement and disclosure requirement in US GAAP and IFRSs. The Company’s management believes that this pronouncement will not have a material effect on its financial position, results of operations or cash flows.

8

JINZANGHUANG TIBET PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2011 AND 2010

(Unaudited)

1           BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

New Accounting Pronouncements (continued)

In June 2011, FASB issued the ASU 2011-05 “Presentation of Comprehensive Income” to amend ASC Topic 220. This update allows an entity to have the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The Company’s management believes that this pronouncement will not have a material effect on its financial position, results of operations or cash flows.

2           CONTRACT DEPOSIT

In August 2009, Leling JZH entered into a 10 year contract with the Leling BaiCaoYuan Honeysuckle Planting Cooperative.  Pursuant to the contract, Leling JZH advanced RMB 1,000,000 ($149,031) to be used by the farmers in the Cooperative to plant honeysuckle on 300 acres of land.  As Leling JZH changed its business from distributing Chinese traditional medicines to providing professional service to its customers in October 2010, Leling JZH entered into an oral agreement with Leling BaiCaoYuan to terminate the contract and Leling BaiCaoYuan agreed to refund RMB 1,000,000 ($149,031) back to Leling JZH. As of December 31, 2011, the Company has received the refund of the contract deposit.

3           RELATED PARTY TRANSACTIONS

Until October 2010 the Company’s business consisted exclusively of the distribution of products manufactured by one supplier, Shandong Jinzanghuang (Tibet) Pharmaceutical Co., Ltd. (“Shandong Jinzanghuang”).  Xue Bangyi, who is the Company’s CEO, owns 91% of the registered capital of Shandong Jinzanghuang and also serves as CEO of that entity.  The Company entered into a three-year distribution contract with Shandong Jinzanghuang on November 21, 2008, which provides Leling JZH marketing rights.  This agreement expired without renewal on November 21, 2011.

Since the Company has changed its business from distribution of products manufactured by Shandong Jinzanghuang to providing training and services to sauna stores in October 2010, the Company did not make any payment to Shandong Jinzanghuang after October 2010. The Company has reclassified the total balance outstanding of $266,043 as of December 31, 2011 from “advance to supplier – related party” to “due from related party”. The outstanding balance is unsecured, bearing no interest and due on demand.

As of December 31, 2011, the Company has an aggregate of $36,630 in “due to related party” for expenses paid by a related party on behalf of the Company.  This is unsecured, bears no interest and is due on demand.  

9

JINZANGHUANG TIBET PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2011 AND 2010

(Unaudited)

4           PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consists of the following:

	December 31, 2011		June 30, 2011
Buildings	$	433,430	$	422,527
Office equipment		14,616		14,248
		448,046		436,775
Less: accumulated depreciation		37,100		27,221
Property, plant and equipment, net	$	410,946	$	409,554

Depreciation expense charged to operations was $9,063 and $4,666 for the six months ended December 31, 2011 and 2010, respectively.

5           ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

	December 31, 2011		June 30, 2011
Accrued payroll	$	16,895	$	26,271
Taxes payable		460,842		451,076
Accrued expenses		42,604		43,579
Other payables		4,307		5,584
Accrued expenses and other current liabilities	$	524, 648	$	526,510

6           COMMITMENTS AND CONTINGENCIES

Vulnerability due to Operations in PRC

The Company’s operations may be adversely affected by significant political, economic and social uncertainties in the PRC.  Although the PRC government has been pursuing economic reform policies for more than twenty years, no assurance can be given that the PRC government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRCs political, economic and social conditions.  There is also no guarantee that the PRC government’s pursuit of economic reforms will be consistent or effective.

Substantially all of the Company’s businesses are transacted in RMB, which is not freely convertible.  The Peoples Bank of China or other banks are authorized to buy and sell foreign currencies at the exchange rates quoted by the Peoples Bank of China.  Approval of foreign currency payments by the Peoples Bank of China or other institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.

10

JINZANGHUANG TIBET PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2011 AND 2010

(Unaudited)

6           COMMITMENTS AND CONTINGENCIES (Continued)

Since the Company has its operations in the PRC, all of its revenues will be settled in RMB, not U.S. Dollars. Due to certain restrictions on currency exchanges that exist in the PRC, the Company’s ability to use revenue generated in RMB to pay any dividend payments to its shareholders outside of China may be limited.

In September 2006, PRC changed the laws regarding transfer of equity in PRC companies in exchange for equity in non-PRC companies.  Approvals and registrations for such transfers are required and penalties may be imposed if the requirements are not met.

11

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements: No Assurances Intended

In addition to historical information, this Quarterly Report contains forward-looking statements, which are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. These forward-looking statements represent Management’s belief as to the future of Jinzanghuang Tibet Pharmaceuticals, Inc.  Whether those beliefs become reality will depend on many factors that are not under Management’s control.  Many risks and uncertainties exist that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in the section 1At, entitled “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended June 30, 2011. Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.

Outline of Our Business

Jinzanghuang Tibet Pharmaceuticals, Inc. is a holding company whose only asset is an indirect 100% ownership interest in Beijing Taibodekang Consulting Co., Ltd. (“Beijing Taibodekang”), a Wholly Foreign Owned Entity organized under the laws of the People’s Republic of China on December 5, 2008.  On January 4, 2009, Beijing Taibodekang entered into four agreements with Leling Jinzanghuang Biotech Co. Ltd. (“Leling Jinzanghuang”) and with the equity owners in Leling Jinzanghuang.  Three of the agreements were amended and restated on July 24, 2009. Collectively, the agreements provide Beijing Taibodekang exclusive control over the business of Leling Jinzanghuang.  The relationship is one that is generally identified as “entrusted management.”

Since its formation, Leling Jinzanghuang has been involved in the distribution of Tibetan pharmaceutical and nutraceutical products manufactured by Shandong Jinzanghuang, the primary equity owner of which is Xue Bangyi.   Until October 2010 Leling Jinzanghuang served as a distributor of those products.  After achieving modest sales ($26,673) in the first quarter of fiscal 2011, Leling Jinzanghuang suspended its distribution operations in October 2010.  Since October 2010 Leling Jinzanghuang has been exclusively engaged in providing advisory services to sauna stores that purchase sauna care products from Shandong Jinzanghuang.

On October 8, 2010, Leling Jinzanghuang entered into an an agency agreement with Shenyang Jintao Technology Co., Ltd. (“Jintao”), pursuant to which Jintao  has introduced 158 sauna stores to Leling Jinzanghuang by the end of December 2011. Shandong Jinzanghuang sells its Tibetan medicine products to the sauna stores and Leling Jinzanghuang provides training service to each store to coach the store’s employees in methods of integrating the Shandong Jinzanghuang products into the sauna service. Leling Jinzanghuang has paid Jintao a fee, ranging from RMB 8,000 ($1,569) to RMB 8,800 ($1,380) for each store Jintao has introduced.

The contract among Leling Jinzanghuang, Shandong Jinzanghuang and the sauna store provides that the store will purchase products, as needed, directly from Shandong Jinzanghuang.  In compensation for Leling Jinzanghuang’s advisory services, the sauna store pays Leling Jinzanghuang a fee equal to a percentage of the resale price charged by the sauna store to its customers for the Shandong Jinzanghuang products.  The fee is either 35% or 40% of the resale price, depending on the location of the sauna store.  At each month end, each store sends a usage record to Leling Jinzanghuang. Leling Jinzanghuang also makes a physical inventory count quarterly to compare remaining inventory with the quantity delivered by Shandong Jinzanghuang.

This new business model provides Leling Jinzanghuang with a revenue stream for which it incurs very little direct cost, as the product manufacture and distribution is entirely the responsibility of Shandong Jinzanghuang. In addition, entry into this new market has not forced us to incur significant start-up costs, as we have used the same employees and same facilities for the sauna market as carried on our prior product distribution activities.

12

Results of Operations

The following tables present certain consolidated statement of operations information. Financial information is presented for the 6 months ended December 31, 2011 and 2010 respectively.

	For the 6 months ended December 31
					Change
	2011		2010		Amount		%
Revenue		5,223,765		579,711		4,644,054		801	%
Cost of goods sold		953,323		93,171		860,152		923	%
Gross profit		4,270,442		486,540		3,783,902		778	%
Operating expenses		187,153		98,737		88,416		90	%
Operating income/(loss)		4,083,289		387,803		3,695,486		953	%
Net profit/(loss)		3,060,025		273,306		2,786,719		1020	%

Revenues

Through September 2010, our revenue arose from the resale of Tibetan pharmaceutical and health products manufactured by Shandong Jinzanghuang. During the first quarter of fiscal year 2011 we sold health products for $26,673, and obtained a gross profit of $2,374 on the sales. At the end of that quarter, however, we suspended our resale operations and initiated the sauna store program that now provides our revenue.  During the quarter ended December 31, 2011, our revenue from the sauna stores program was $553,038 from 50 sauna stores. . Since then we have expanded the program to include 158 sauna stores.  As a result, during the six months ended December 31, 2011, our revenue from the sauna stores program was $5,223,765, an increase of 801% from the first half of fiscal 2011.

Our sauna store program began in October 2010 with a trial group of 50 sauna stores.  At the end of December 2010 we added another 50 stores to our program, and then added another 50 at the end of March 2011.  As a result, during fiscal 2011, our revenue from advisory services increased from quarter to quarter.  The revenue growth was roughly proportionate to the growth in number of stores, except that the third quarter in 2011 was particularly profitable.  This occurred because the Chinese Spring Festival, which occurs during that quarter, affords most Chinese workers from one to two weeks of vacation, during which time the sauna stores experience a sharp increase in business.

We added eight new stores in the quarter ended September 30, 2011, which contributed only $21,789 to our revenue.  Nevertheless revenue grew sharply in the six months ended December 31, 2011.  The increase was primarily caused by a marked increase in per store revenue, which we attribute to growing awareness of our product line.  Our revenue from the sauna stores program for the first two quarters of fiscal 2012 was $$2,564,583 and 2,659,182, respectively, totaling $5,223,765 for the six months ended December 31, 2011.

The following table shows the elements that have contributed to the growth in our revenue over the past five fiscal quarters.

	Fiscal 2011						Fiscal 2012
	Q2		Q3		Q4		Q1	Q2
Service fees from sauna stores	554,543		1,419,313		1,715,454		2,564,583	2,659,182
Quantity of sauna stores	50		100		150		158	158
Average revenue per store	11,091		14,193		11,436		16,232	16,830

13

Gross profit

The change in our business model to the sauna store program has resulted in a marked improvement in our gross margin.  Because we have no cost of goods sold, our cost of sales is primarily direct labor and taxes.  As a result, during the six months ended December 31, 2010, we realized a gross margin of 84% (which included the minor product resale transactions in the first quarter of that year).   Our revenue during the six months ended December 31, 2011 yielded a gross margin of 82%.

Operating expenses

The Company’s operating expenses increased from $98,737 for the six months ended December 31, 2010 to $187,153 for the six months ended December 31, 2011, an increase of 90%. Most of those expenses are employee wages and office expenses. The fact that we have been able to increase revenue several-fold with only a modest increase in our general and administrative expenses reflects the lower costs involved in the sauna service business, where Shandong JZH and our agent provide most of the marketing services.

After deducting the aforesaid operating expenses from our gross profit, the Company recorded $4,083,289 in operating income for the six months ended December 31, 2011. This represented an increase of $3,695,486 or 953% comparing with the six months ended December 31, 2010.

Net income

Our Chinese operating entity, Leling Jinzanghuang, is subject to tax in China at the statutory rate of 25% of income calculated in accordance with Chinese accounting principles.  Accordingly, for the six months ended December, 2011 we accrued an income tax expense of $873,295.  After deducting that accrual, the Company reported net income of $3,217,396 ($0.08 per share) for the six months ended December, 2011.  For the six months ended December 31, 2010, we accrued an income tax expense of $100,060 and generated a net income of $287,743 ($0.00 per share).  Our quarterly net income was $1,605,108 ($.04 per share) for the three months ended December 31, 2011, and $312,315 ($0.00 per share) for the three months ended December 31, 2010.

The entrusted management agreements assign to Beijing Taibodekang only 95% of the income generated from Leling Jinzanghuang.  For that reason, we deducted a “non-controlling interest” of $157,371 before recognizing net income attributable to the Company on our Consolidated Statements of Operations and Comprehensive Income.  After that deduction and taking into account the income and expenses incurred by the parent corporation, our net income attributable to the Company for the six months ended December 31, 2011 was $3,060,025, representing $0.08 per share.  For the six months ended December 31, 2010, we deducted a “non-controlling interest” of $14,437 and the net income attributable to the Company was $273,306.

Liquidity and Capital Resources

To date, our operations have been funded by contributions to capital by our founders and by the net cash provided by our operations.  As a result, at December 31, 2011 we had no bank debt and only a $36,630 obligation to a related party. At the same time, we had $5,249,023 in cash at December 31, 2011 as well as working capital totaling $5,954,372, an increase of $3,341,475 since our last fiscal year ended on June 30, 2011.  So our capital resources are more than sufficient to fund our operations for the coming year as they are currently structured.

During the six months ended December 31, 2011, our operating activities provided $2,968,764 in net cash, compared to $201,257 in net cash during the six months ended December 31, 2010, an increase of $2,767,507 or 1,375%.  The net cash provided in the recent period was slightly lower than our net income for these six months due to the increase in accounts receivable.

Over the long term, our expectation is that we will utilize our capital resources as well as any additional investments that we secure in order to expand our presence in the market for Tibetan medicine.  At the present time, however, we are able to operate profitably without significant additional investment.  Moreover, our observation of the equity markets indicates that we would be unlikely to obtain financing on favorable terms at this time.  Accordingly, our near term plan is to continue the program that we initiated during the past year, utilizing the resources available to us.

14

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 condition or results of operations.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.          CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.  The term “disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within required time periods. “Disclosure controls and procedures” include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this quarterly report (the “Evaluation Date”). That evaluation disclosed that the Company has material defects in its disclosure controls and procedures.  Specifically they determined that there is a lack of expertise in U.S. GAAP among the Company’s management personnel.  They also determined that the size of the Company’s accounting staff and low number of supervisory personnel prevented an appropriate segregation of accounting functions.  Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, such controls and procedures were not effective.

Changes in Internal Controls.  The term “internal control over financial reporting” (defined in SEC Rule 13a-15(f)) refers to the process of a company that is designed 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. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated any changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this report, and they have concluded that there was no change to the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 PART II   -   OTHER INFORMATION

Item 1.             Legal Proceedings

None.

Item 1A           Risk Factors

There have been no material changes from the risk factors included in our Annual Report on Form 10-K for the year ended June 30, 2011.

Item 2.  Unregistered Sale of Securities and Use of Proceeds

(a) Unregistered sales of equity securities

   None.

15

 (c) Purchases of equity securities

The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the 2nd quarter of fiscal 2012.

Item 3.             Defaults Upon Senior Securities.

None.

Item 4.             Reserved.

Item 5.             Other Information.

None.

Item 6.                                                           Exhibits

31.1	Rule 13a-14(a) Certification – CEO
31.2	Rule 13a-14(a) Certification – CFO
32	Rule 13a-14(b) Certification
101 ins	XBRL Instance
101.xsd	XBRL Schema
101.cal	XBRL Calculation
101.def	XBRL Definition
101.lab	XBRL Label
101.pre	XBRL Presentation

SIGNATURES

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

	JINZANGHUANG TIBET PHARMACEUTICALS, INC.
Date: February 16, 2012	By: /s/ Xue Bangyi
	Xue Bangyi, Chief Executive Officer
	By: /s/ Eva Deng
	Eva Deng, Chief Financial Officer, Chief Accounting Officer

16

EX-31.1

EXHIBIT 31.1: Rule 13a-14(a) Certification

I, Xue Bangyi, certify that:

1.           I have reviewed this quarterly report on Form 10-Q of Jinzanghuang Tibet Pharmaceuticals, Inc.;

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

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

4.           The registrant’s other certifying officers 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 controls 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 controls over financial reporting, or caused such internal controls 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 change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrants other certifying officer(s) 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 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.

February 16, 2012	/s/ Xue Bangyi
	Xue Bangyi
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2: Rule 13a-14(a) Certification

I, Eva Deng, certify that:

1.           I have reviewed this quarterly report on Form 10-Q of Jinzanghuang Tibet Pharmaceuticals, Inc.;

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

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

    4.          The registrant’s other certifying officers 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 controls 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 controls over financial reporting, or caused such internal controls 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 change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrants other certifying officer(s) 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 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.

February 16, 2012	/s/ Eva Deng
	Eva Deng
	Chief Financial Officer

EX-32

EXHIBIT 32: Rule 13a-14(b) Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of Jinzanghuang Tibet Pharmaceuticals, Inc. (the “Company”) certify that:

1.           The Quarterly Report on Form 10-Q of the Company for the quarter ended December 31, 2011 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2.           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 16, 2012	/s/ Xue Bangyi
	Xue Bangyi, Chief Executive Officer
February 16, 2012	/s/ Eva Deng
	Eva Deng, Chief Financial Officer

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

PROPERTY AND EQUIPMENT, NET

6 Months Ended

Dec. 31, 2011

Property, Plant, and Equipment

Property, Plant and Equipment Disclosure [Text Block]

4           PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consists of the following:

	December 31, 2011		June 30, 2011
Buildings	$	433,430	$	422,527
Office equipment		14,616		14,248
		448,046		436,775
Less: accumulated depreciation		37,100		27,221
Property, plant and equipment, net	$	410,946	$	409,554

Depreciation expense charged to operations was $9,063 and $4,666 for the six months ended December 31, 2011 and 2010, respectively.

XML

RELATED PARTY TRANSACTIONS

6 Months Ended

Dec. 31, 2011

Related Party Disclosures

Related Party Transactions Disclosure [Text Block]

3           RELATED PARTY TRANSACTIONS

Until October 2010 the Company’s business consisted exclusively of the distribution of products manufactured by one supplier, Shandong Jinzanghuang (Tibet) Pharmaceutical Co., Ltd. (“Shandong Jinzanghuang”).  Xue Bangyi, who is the Company’s CEO, owns 91% of the registered capital of Shandong Jinzanghuang and also serves as CEO of that entity.  The Company entered into a three-year distribution contract with Shandong Jinzanghuang on November 21, 2008, which provides Leling JZH marketing rights.  This agreement expired without renewal on November 21, 2011.

Since the Company has changed its business from distribution of products manufactured by Shandong Jinzanghuang to providing training and services to sauna stores in October 2010, the Company did not make any payment to Shandong Jinzanghuang after October 2010. The Company has reclassified the total balance outstanding of $266,043 as of December 31, 2011 from “advance to supplier – related party” to “due from related party”. The outstanding balance is unsecured, bearing no interest and due on demand.

As of December 31, 2011, the Company has an aggregate of $36,630 in “due to related party” for expenses paid by a related party on behalf of the Company.  This is unsecured, bears no interest and is due on demand.  

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Dec. 31, 2011	Jun. 30, 2011
Cash	$ 5,249,023	$ 2,176,655
Accounts receivable	903,324	482,263
Due from related party	266,043	265,102
Contract deposit		135,376
Prepaid expenses and other current assets	4,013	24,744
Deferred tax assets	93,247	91,177
TOTAL CURRENT ASSETS	6,515,650	3,175,317
Property and equipment, net of accumulated depreciation	410,946	409,554
Intangible assets, net of accumulated amortization	191,344	188,739
TOTAL ASSETS	7,117,940	3,773,610
Due to related party	36,630	35,910
Accrued expenses and other current liabilities	524,648	526,510
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES	561,278	562,420
Common stock, $0.001 par value, 300,000,000 shares authorized, 40,665,063 and 40,665,063 shares issued and outstanding at December 31, 2011 and June 30, 2011, respectively	40,665	40,665
Additional paid-in capital	1,264,427	1,264,427
Retained earnings	4,704,040	1,644,015
Accumulated other comprehensive income	221,217	100,657
TOTAL STOCKHOLDERS' EQUITY OF THE COMPANY	6,230,349	3,049,764
Non-controlling interests	326,313	161,426
TOTAL STOCKHOLDERS' EQUITY	6,556,662	3,211,190
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 7,117,940	$ 3,773,610

XML

BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Dec. 31, 2011

Accounting Policies

Business Description and Accounting Policies [Text Block]

1           BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES

Business description

Jinzanghuang Tibet Pharmaceuticals, Inc. (“the Company”) is engaged in providing consulting services to facilitate the distribution of Tibetan pharmaceutical and nutraceutical products in the People’s Republic of China (“PRC”).  The Company’s operations are carried out through Beijing Taibodekang Consulting Co., Ltd. (“BTC”) and Leling Jinzanghuang Biotech Co., Ltd. (Leling JZH).

On January 12, 2009 Jinzanghuang Tibet Pharmaceuticals, Inc.  acquired all of the outstanding capital stock of Tibet Medicine, Inc. (“TMI”), a Delaware corporation, in exchange for the issuing of 36,401,462 shares of its common stock to the shareholders of TMI, representing 89.6% of the issued and outstanding shares of the Company.

For accounting purposes, the above transaction was accounted for as a reverse merger. TMI became the surviving entity for accounting purposes, whereas the Company will be recognized as the surviving entity for legal purposes.

TMI was organized under the laws of Delaware on September 4, 2008 and is the 100% owner of the registered capital of BTC.

BTC is a Wholly Foreign Owned Entity that was organized under the laws of the People’s Republic of China on December 5, 2008. On January 4, 2009, BTC entered into four ten-year agreements (the “Entrusted Management Agreements”) with Leling JZH and its registered equity holders.  Three of the agreements were amended as of July 24, 2009.  The purpose of these agreements is to transfer to BTC full responsibility for the management of Leling JZH, as well as 95% of the financial benefits that arise from the business of Leling JZH. As a result, BTC now has control over the business of Leling JZH and is considered a variable interest entity.  Thus its operations have been included with the Company’s condensed consolidated financial statements.

Leling JZH was incorporated under the laws of PRC as a limited liability company on November 20, 2008. 

Basis of presentation

The unaudited condensed consolidated financial statements presented herein include the accounts of Jinzanghuang Tibet Pharmaceuticals, Inc., its wholly owned subsidiary (BTC) and variable interest entity (Leling JZH).  All inter-company transactions and balances among the Company and its subsidiaries are eliminated upon consolidation.  These unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America.  These statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2011.  In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The results of operations for the six months ended December 31, 2011 may not be indicative of the results that may be expected for the year ending June 30, 2012.

The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and are presented in U.S. Dollars.

Uses of estimates in the preparation of financial statements

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

Variable Interest Entity

Effective January 1, 2009, the Consolidation Topic, ASC 810-10-45-16, revised the accounting treatment for non-controlling minority interests of partially-owned subsidiaries.  Non-controlling minority interests represent the allocation of earnings to the VIE owners who are not at risk for the majority of losses of the VIE, which have been accounted for by using the consolidation method of accounting.

The accounts of Leling JZH have been consolidated with the accounts of the Company because Leling JZH is a variable interest entity with respect to Beijing Taibodekang, which is a wholly-owned subsidiary of the Company.  Beijing Taibodekang has a contractual obligation to provide management services to Leling JZH, and the management of the operations of Leling JZH is carried out by Company personnel in fulfillment of that obligation.  Beijing Taibodekang also has a contractual obligation to reimburse Leling JZH for any losses incurred as a result of the operations of Leling JZG, and the Company’s principal shareholders have caused funds to be contributed to Leling JZG during the years ended June 30, 2010 and 2009 in satisfaction of that obligation.  The carrying amount and classification of Leling JZH’s assets and liabilities included in the Condensed Consolidated Balance Sheets are as follows:

	December 31, 2011		June 30, 2011
Total current assets	$	6,359,167	$	3,127,466
Total assets		7,043,730		3,805,962
Total current liabilities		521,661		557,999
Total liabilities		521,661		557,999

The amounts shown in the above table as of June 30, 2011 include intercompany payables and receivables that have been eliminated in consolidating Leling JZH with the Company. As of December 31, 2011, Leling JZH has settled all its payables and receivables with TMI and Beijing Taibodekang. As of December 31, 2011 and June 30, 2011, $0 and $66,883 were receivable from TMI for expenses paid by Leling JZH. As of December 31, 2011 and June 30, 2011, $0 and $51,675 were payable to Beijing Taibodekang for management fees.

The Consulting Agreement between Leling Jinzanghuang and Beijing Taibodekang requires that, in payment for the consulting services provided by Beijing Taibodekang, Leling Jinzanghuang will pay fees to Beijing Taibodekang equal to:

●  10,000 RMB per month, plus

●  95% of the annual gross profit of Leling Jinzanghuang.

The Consulting Agreement also provides, however, that Beijing Taibodekang will reimburse Leling Jinzanghuang for the amount of any net loss incurred by Leling Jinzanghuang during the period when it is managed by Beijing Taibodekang. As of December 31, 2011, the total management fees accrued are RMB 364,000 ($57,052), which has been settled during the quarter ended December 31, 2011. As of December 31, 2011, the total gross profit of Leling JZH has been consolidated with the Company are $4,852,725 (RMB 30,961,102), which were 95% of the total gross profit of Leling JZH.

Cash

The Company maintains cash with financial institutions in the People’s Republic of China (“PRC”) which are not insured or otherwise protected.  Should any of these institutions holding the Company’s cash become insolvent, or if the Company is unable to withdraw funds for any reason, the Company could lose the cash on deposit with that institution.

Stock-based compensation

The Company records stock-based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expense related to the fair value of its share-based compensation. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method.

Currency translation

Since the Company operates primarily in the PRC, the Company’s functional currency is the Chinese Yuan (”RMB”).  The Company’s financial statements have been translated into the reporting currency, the United States Dollar (“USD”). Assets and liabilities of the Company are translated at the prevailing exchange rate at each reporting period end date. Contributed capital accounts are translated using the historical rate of exchange when capital is injected. Income and expense accounts are translated at the average rate of exchange during the reporting period. Translation adjustments resulting from translation of these condensed consolidated financial statements are reflected as accumulated other comprehensive income in stockholders’ equity.

The 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 USD at the rates used in translation.

Statement of Cash Flows

In accordance with FASB ASC Topic 230, “Statement of Cash Flows,” cash flows from the Company’s operations are calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the Company’s condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the condensed consolidated balance sheet.

Earnings per share

Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period.  Diluted earnings per share is computed similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  There are no such additional common shares available for dilution purposes as of December 31, 2011 and 2010.

New Accounting Pronouncements

In May 2011, Accounting Standards Update (“ASU”) 2011-04 was issued. This update amends Topic 820 to achieve common fair value measurement and disclosure requirement in US GAAP and IFRSs. The Company’s management believes that this pronouncement will not have a material effect on its financial position, results of operations or cash flows.

In June 2011, FASB issued the ASU 2011-05 “Presentation of Comprehensive Income” to amend ASC Topic 220. This update allows an entity to have the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The Company’s management believes that this pronouncement will not have a material effect on its financial position, results of operations or cash flows.

XML

CONTRACT DEPOSIT

6 Months Ended

Dec. 31, 2011

Deferred Costs, Capitalized, Prepaid, and Other Assets

Other Assets Disclosure [Text Block]

2           CONTRACT DEPOSIT

In August 2009, Leling JZH entered into a 10 year contract with the Leling BaiCaoYuan Honeysuckle Planting Cooperative.  Pursuant to the contract, Leling JZH advanced RMB 1,000,000 ($149,031) to be used by the farmers in the Cooperative to plant honeysuckle on 300 acres of land.  As Leling JZH changed its business from distributing Chinese traditional medicines to providing professional service to its customers in October 2010, Leling JZH entered into an oral agreement with Leling BaiCaoYuan to terminate the contract and Leling BaiCaoYuan agreed to refund RMB 1,000,000 ($149,031) back to Leling JZH. As of December 31, 2011, the Company has received the refund of the contract deposit.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS PARENTHETICAL (USD $)	Dec. 31, 2011	Jun. 30, 2011
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	300,000,000	300,000,000
Common stock shares issued	40,665,063	40,665,063
Common stock shares outstanding	40,665,063	40,665,063

XML

Document and Entity Information	6 Months Ended
	Dec. 31, 2011	Feb. 16, 2012
Document and Entity Information
Entity Registrant Name	JINZANGHUANG TIBET PHARMACEUTICALS, INC.
Document Type	10-Q
Document Period End Date	Dec. 31, 2011
Amendment Flag	false
Entity Central Index Key	0000910832
Current Fiscal Year End Date	--06-30
Entity Common Stock, Shares Outstanding		40,665,063
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $)	3 Months Ended		6 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2011	Dec. 31, 2010
Pharmaceutical products revenue				$ 26,673
Services revenue	2,659,182	553,038	5,223,765	553,038
Total Revenue	2,659,182	553,038	5,223,765	579,711
Pharmaceutical products cost of revenue				24,299
Services cost of revenue	441,349	68,872	675,181	68,872
Business and sales related tax cost of revenue	148,830		278,142
Total Costs of Revenue	590,179	68,872	953,323	93,171
GROSS PROFIT	2,069,003	484,166	4,270,442	486,540
General and Administrative Expenses	72,514	64,858	187,153	98,737
OPERATING INCOME	1,996,489	419,308	4,083,289	387,803
OTHER INCOME	6,348		7,402
INCOME BEFORE INCOME TAX	2,002,837	419,308	4,090,691	387,803
INCOME TAX	397,729	106,993	873,295	100,060
NET INCOME	1,605,108	312,315	3,217,396	287,743
LESS: NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS	74,695	15,995	157,371	14,437
NET INCOME ATTRIBUTABLE TO THE COMPANY	1,530,413	296,320	3,060,025	273,306
Foreign currency translation gain, net of tax	56,457	20,011	128,076	39,938
COMPREHENSIVE INCOME	1,586,870	316,331	3,188,101	313,244
LESS: OTHER COMPREHENSIVE INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS	2,823	10,512	7,516	26,581
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY	$ 1,584,047	$ 305,819	$ 3,180,585	$ 286,663
Basic and diluted earnings per common share	$ 0.04	$ 0.01	$ 0.08	$ 0.01
Weighted average number of shares outstanding - basic	40,665,063	40,665,063	40,665,063	40,665,063
Weighted average number of shares outstanding - diluted	40,665,063	40,665,063	40,665,063	40,665,063

XML

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Dec. 31, 2011

Commitment and Contingencies

Commitments and Contingencies Disclosure [Text Block]

6           COMMITMENTS AND CONTINGENCIES

Vulnerability due to Operations in PRC

The Company’s operations may be adversely affected by significant political, economic and social uncertainties in the PRC.  Although the PRC government has been pursuing economic reform policies for more than twenty years, no assurance can be given that the PRC government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRCs political, economic and social conditions.  There is also no guarantee that the PRC government’s pursuit of economic reforms will be consistent or effective.

Substantially all of the Company’s businesses are transacted in RMB, which is not freely convertible.  The Peoples Bank of China or other banks are authorized to buy and sell foreign currencies at the exchange rates quoted by the Peoples Bank of China.  Approval of foreign currency payments by the Peoples Bank of China or other institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.

Since the Company has its operations in the PRC, all of its revenues will be settled in RMB, not U.S. Dollars. Due to certain restrictions on currency exchanges that exist in the PRC, the Company’s ability to use revenue generated in RMB to pay any dividend payments to its shareholders outside of China may be limited.

In September 2006, PRC changed the laws regarding transfer of equity in PRC companies in exchange for equity in non-PRC companies.  Approvals and registrations for such transfers are required and penalties may be imposed if the requirements are not met.

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (USD $)	6 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Net income attributable to the Company	$ 3,217,396	$ 287,743
Depreciation and amortization	11,300	9,456
Amortization of long-term contract		7,585
Deferred tax		(4,039)
Change in accounts receivable	(408,616)	(243,757)
Change in inventory		24,923
Change in advance to supplier		(7,585)
Change in contract deposit	149,106
Change in prepaid exenses and other current assets		5,639
Change in accrued expenses and other current liabilities	(422)	121,292
NET CASH PROVIDED BY OPERATING ACTIVITIES	2,968,764	201,257
Repayment for due from related party	7,507
NET CASH PROVIDED IN INVESTING ACTIVITIES	7,507
EFFECT OF EXCHANGE RATE ON CASH	96,097	3,352
INCREASE IN CASH	3,072,368	204,609
CASH - BEGINNING OF PERIOD	2,176,655	42,184
CASH - END OF PERIOD	5,249,023	246,793
Cash paid for income tax	$ 482,943

XML

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

6 Months Ended

Dec. 31, 2011

Payables and Accruals

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

5           ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

	December 31, 2011		June 30, 2011
Accrued payroll	$	16,895	$	26,271
Taxes payable		460,842		451,076
Accrued expenses		42,604		43,579
Other payables		4,307		5,584
Accrued expenses and other current liabilities	$	524, 648	$	526,510