UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2005 [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number: 000-33167 KIWA BIO-TECH PRODUCTS GROUP CORPORATION ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Delaware 84-0448400 ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 415 West Foothill Blvd, Suite 206, Claremont, CA 91711-2766 ----------------------------------------------------------- (Address of principal executive offices) Issuer's telephone number: (909) 626-2358 ----------------------------------------- (Registrant's telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] As of November 8, 2005, the Company had 65,100,287 shares of common stock issued and outstanding. Transitional Small Business Disclosure Format: Yes [ ] No [X] KIWA BIO-TECH PRODUCTS GROUP CORPORATION AND SUBSIDIARIES INDEX PART I FINANCIAL INFORMATION..................................................3 ITEM 1. FINANCIAL STATEMENTS.................................................3 Condensed Consolidated Balance Sheets......................................3 Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)................................................................5 Condensed Consolidated Statement of Stockholders' Equity (Deficiency) (Unaudited)................................................................6 Condensed Consolidated Statements of Cash Flows (Unaudited)................8 Notes to Condensed Consolidated Financial Statements (Unaudited)..........10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...........20 Overview..................................................................20 Trends and Uncertainties in Regulation and Government Policy in People's Republic of China..........................21 Critical Accounting Policies And Estimates................................22 Results of Operations For Three Months and Nine Months Ended September 30, 2005 and 2004...............................................22 Liquidity and Capital Resources...........................................25 Inflation and Currency Matters............................................28 Commitments and Contingencies.............................................28 Off-Balance Sheet Arrangements............................................28 Related Party Transactions................................................29 ITEM 3. CONTROLS AND PROCEDURES............................................30 PART II OTHER INFORMATION.....................................................31 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.........31 ITEM 6. EXHIBITS............................................................31 SIGNATURES....................................................................32 - 2 - PART I FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets Kiwa Bio-Tech Products Group Corporation and Subsidiaries Condensed Consolidated Balance Sheets -------------------------------------------------------------------------------- September 30, December 31, 2005 2004 -------------------------------------------------------------------------------- (Unaudited) ASSETS Current assets Cash and cash equivalents $ 15,113 $ 17,049 Accounts receivable 1,268,249 963,403 Other receivable -- 157,495 Inventories 446,537 83,677 Prepaid expenses 17,983 131,600 Other current assets 37,911 26,340 -------------------------------------------------------------------------------- Total current assets 1,785,793 1,379,564 Property, plant and equipment: Buildings 1,009,367 986,965 Machinery and equipment 446,100 218,250 Automobiles 103,621 101,321 Office equipment 57,261 49,688 Computer software 8,915 8,717 -------------------------------------------------------------------------------- Property, plant and equipment - total 1,625,264 1,364,941 Less: Accumulated depreciation (172,309) (109,847) -------------------------------------------------------------------------------- Property, plant and equipment - net 1,452,955 1,255,094 Construction in progress 33,334 32,595 Intangible asset - net 423,880 463,730 -------------------------------------------------------------------------------- Total assets $ 3,695,962 $ 3,130,983 ================================================================================ - 3 - LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued expense $ 893,156 $ 560,873 Construction costs payable 371,289 370,453 Short-term loans -- 50,000 Due to related parties 428,813 128,885 Convertible notes payable-unrelated party 400,000 312,104 Current portion of bank notes payable 13,491 12,879 -------------------------------------------------------------------------------- Total current liabilities 2,106,749 1,435,194 Long-term liabilities, less current portion: Unsecured loans payable 1,420,981 1,389,443 Bank notes payable 17,304 26,853 -------------------------------------------------------------------------------- Total long-term liabilities 1,438,285 1,416,296 Stockholders' equity Common stock - $0.001 par value Authorized 100,000,000 shares at September 30, 2005 and December 31, 2004 Issued and outstanding 59,235,930 shares and 40,873,711 shares at September 30, 2005 and December 31, 2004, respectively 59,236 40,874 Preferred stock -$0.001 par value Authorized 20,000,000 shares at September 30, 2005 and December 31, 2004 Issued and outstanding nil shares at September 30, 2005 and December 31, 2004 -- -- Additional paid-in capital 4,842,490 4,393,415 Deficit accumulated (4,775,899) (4,154,796) Accumulated other comprehensive income 25,101 -- -------------------------------------------------------------------------------- Total stockholders' equity 150,928 279,493 -------------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,695,962 $ 3,130,983 ================================================================================ See accompanying notes to condensed consolidated financial statements. - 4 - Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) Kiwa Bio-Tech Products Group Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income ---------------------------------------------------------------------- Three Months Ended September 30, Nine Months Ended September 30, -------------------------------- -------------------------------- 2005 2004 2005 2004 --------------------------------------------------------------------------------------------------------------- Net sales $ 3,422 $ 407,884 $ 1,021,725 $ 701,101 Cost of sales 5,521 170,387 286,439 277,688 --------------------------------------------------------------------------------------------------------------- Gross (loss) profit (2,099) 237,497 735,286 423,413 Operating expenses: Consulting and professional fees 153,634 186,075 500,031 285,535 Officers' compensation 7,864 2,175 32,846 22,473 General and administrative 115,255 160,245 477,389 436,234 Research and development 1,617 14,195 10,040 40,946 Depreciation and amortization 22,620 17,725 73,809 35,260 Reverse merger costs -- -- -- 1,417,434 --------------------------------------------------------------------------------------------------------------- Total costs and expenses 300,990 380,415 1,094,115 2,237,882 --------------------------------------------------------------------------------------------------------------- Operating profit (loss): (303,089) (142,918) (358,829) (1,814,469) Interest expense, net (130,444) (10,194) (264,690) (745,845) Other income -- -- 2,416 -- --------------------------------------------------------------------------------------------------------------- Net income (loss) $ (433,533) $ (153,112) $ (621,103) $ (2,560,314) --------------------------------------------------------------------------------------------------------------- Other comprehensive income (loss): --------------------------------------------------------------------------------------------------------------- Translation adjustments $ 25,101 $ -- $ 25,101 $ -- --------------------------------------------------------------------------------------------------------------- Comprehensive income (loss) $ (408,432) $ (153,112) $ (596,002) $ (2,560,314) --------------------------------------------------------------------------------------------------------------- Net income (loss) per common share outstanding - basic and diluted $ (0.008) $ (0.004) $ (0.013) $ (0.072) --------------------------------------------------------------------------------------------------------------- Weighted average number of common shares outstanding - basic and diluted 54,846,674 39,166,806 48,168,361 35,772,751 --------------------------------------------------------------------------------------------------------------- See accompanying notes to condensed consolidated financial statements. - 5 - Condensed Consolidated Statement of Stockholders' Equity (Deficiency) (Unaudited) Kiwa Bio-Tech Products Group Corporation and Subsidiaries Consolidated Statement of Stockholders' Equity (Deficiency) -------------------------------------------------------------------------------- Total Additional Other Stockholders' Paid-in Accumulated Comprehensive Equity Shares Amount Capital Deficits Income (Deficiency) ------------------------------------------------------------------------------------------------------------------------------------ Balance, January 1, 2004 30,891,676 30,892 1,184,108 (1,426,123) -- (211,123) ------------------------------------------------------------------------------------------------------------------------------------ Shares retained by public shareholders in March 2004 reverse merger transaction 4,038,572 4,038 (4,038) -- -- -- ------------------------------------------------------------------------------------------------------------------------------------ Issuance of warrants valued at $0.54 per share on March 30, 2004 in conjunction with March 2004 reverse merger transaction -- -- 943,380 -- -- 943,380 ------------------------------------------------------------------------------------------------------------------------------------ Issuance of stock options valued at $0.57 per share on March 30, 2004 to consultant in conjunction with March 2004 reverse merger transaction -- -- 171,000 -- -- 171,000 ------------------------------------------------------------------------------------------------------------------------------------ Beneficial conversion feature of convertible note payable funded on January 25, 2004 -- -- 500,000 -- -- 500,000 ------------------------------------------------------------------------------------------------------------------------------------ Beneficial conversion feature of convertible note payable funded on April 7, 2004 -- -- 200,000 -- -- 200,000 ------------------------------------------------------------------------------------------------------------------------------------ Restricted shares issued to a consultant for services at $0.45 per share on May 24, 2004 75,000 75 33,675 -- -- 33,750 ------------------------------------------------------------------------------------------------------------------------------------ Shares issued upon conversion of convertible notes payable at $0.25 per share on June 8, 2004 2,800,000 2,800 697,200 -- -- 700,000 ------------------------------------------------------------------------------------------------------------------------------------ Shares issued to China Agricultural University in conjunction with April 2004 Patent Transfer Agreement at $0.42 per share on July 19, 2004 1,000,000 1,000 419,000 -- -- 420,000 ------------------------------------------------------------------------------------------------------------------------------------ Shares issued to consultant in conjunction with July 2004 Standby Equity Distribution transaction at $0.001 per share on July 29, 2004 26,567 27 (27) -- -- -- ------------------------------------------------------------------------------------------------------------------------------------ Shares issued for commitment fee in conjunction with July 2004 Standby Equity Distribution transaction at $0.001 per share on July 29, 2004 704,039 704 (704) -- -- -- ------------------------------------------------------------------------------------------------------------------------------------ Shares issued to lawyer for legal services at $0.014 per share on September 14, 2004 892,857 893 124,107 -- -- 125,000 ------------------------------------------------------------------------------------------------------------------------------------ Issuance of warrants on September 23, 2004 in conjunction with September 2004 convertible notes payable -- -- 82,559 -- -- 82,559 ------------------------------------------------------------------------------------------------------------------------------------ Shares issued to consultants for services at $0.10 per share on October 1, 2004 415,000 415 41,085 -- -- 41,500 ------------------------------------------------------------------------------------------------------------------------------------ Issuance of restricted common stock to a consultant as final compensation at $0.07 per share on November 19, 2004 30,000 30 2,070 -- -- 2,100 ------------------------------------------------------------------------------------------------------------------------------------ Net loss for the year ended December 31, 2004 -- -- -- (2,728,673) -- (2,728,673) ------------------------------------------------------------------------------------------------------------------------------------ - 6 - Total Additional Other Stockholders' Paid-in Accumulated Comprehensive Equity Shares Amount Capital Deficits Income (Deficiency) ------------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 2004 40,873,711 40,874 4,393,415 (4,154,796) -- 279,493 ------------------------------------------------------------------------------------------------------------------------------------ Issuance of common stock to Cornell Capital Partners, Limited in the first nine months of 2005, as first to thirty-third repayments in conjunction with Promissory Note dated January 4, 2005 18,362,219 18,362 301,638 -- -- 320,000 ------------------------------------------------------------------------------------------------------------------------------------ Issuance of detachable warrants in conjunction with the issuance of convertible promissory notes to the holders in June 2005 -- -- 21,700 -- -- 21,700 ------------------------------------------------------------------------------------------------------------------------------------ Beneficial conversion feature of the convertible promissory notes funded in June 2005 -- -- 106,666 -- -- 106,666 ------------------------------------------------------------------------------------------------------------------------------------ Issuance of detachable warrants in conjunction with the advance agreement with a director dated May 23, 2005 -- -- 8,633 -- -- 8,633 ------------------------------------------------------------------------------------------------------------------------------------ Issuance of detachable warrants in conjunction with the advance agreement with a related party dated June 29, 2005 -- -- 5,417 -- -- 5,417 ------------------------------------------------------------------------------------------------------------------------------------ Issuance of detachable warrants in conjunction with the advance agreement with a director dated September 30, 2005 -- -- 5,021 -- -- 5,021 ------------------------------------------------------------------------------------------------------------------------------------ Net loss for nine months ended September 30, 2005 -- -- -- (621,103) -- (621,103) ------------------------------------------------------------------------------------------------------------------------------------ Translation adjustment -- -- -- -- 25,101 25,101 ------------------------------------------------------------------------------------------------------------------------------------ Balance, September 30, 2005 59,235,930 $ 59,236 $ 4,842,490 ($4,775,899) 25,101 $ 150,928 ==================================================================================================================================== See accompanying notes to condensed consolidated financial statements. - 7 - Condensed Consolidated Statements of Cash Flows (Unaudited) Kiwa Bio-Tech Products Group Corporation and Subsidiaries Consolidated Statements of Cash Flows -------------------------------------------------------------------------------- Nine months Ended September 30, ------------------------------- 2005 2004 -------------------------------------------------------------------------------- Cash flows from operating activities: Net loss $ (621,103) $(2,560,314) Adjustments to reconcile net loss to net cash used in operating activities: Issuance of securities for reverse merger costs -- 1,114,380 Issuance of common stock for services -- 158,749 Depreciation and amortization 112,041 66,611 Amortization of detachable warrants 74,038 -- Amortization of beneficial conversion feature 106,666 700,000 of convertible notes payable Changes in operating assets and liabilities: (Increase) decrease in : Accounts receivable (304,846) (488,820) Inventories (362,860) (120,053) Prepaid expenses 113,617 (74,902) Other current assets (11,571) 53,388 Due from related parties -- Increase (decrease)in: Accounts payable and accrued expenses 315,503 290,783 Construction cost payables -- (10,581) Due to related parties -- 53,507 -------------------------------------------------------------------------------- Net cash used in operating activities (578,515) (817,252) -------------------------------------------------------------------------------- Cash flows from investing activities: Other receivable 157,495 (157,495) Purchase of property and equipment (229,187) (24,201) Acquisition of intangible asset -- (30,205) -------------------------------------------------------------------------------- Net cash provided by (used in) investing (71,692) (211,901) activities -------------------------------------------------------------------------------- Cash flows from financing activities: Decrease in restricted cash -- 300,000 Repayment of short-term loans (50,000) (283,930) Proceeds from convertible notes payable 720,000 1,050,000 Repayment of convertible notes payable (350,000) -- Proceeds from related parties 321,337 -- Proceeds from long-term borrowings -- 326,217 Repayment of long-term borrowings (6,388) (69,731) -------------------------------------------------------------------------------- Net cash provided by financing activities 634,949 1,322,556 -------------------------------------------------------------------------------- Foreign currency translation 13,322 -- Cash and cash equivalents: Net (decrease) increase (1,936) 293,403 Balance at beginning of period 17,049 48,730 -------------------------------------------------------------------------------- Balance at end of period $ 15,113 $ 342,133 -------------------------------------------------------------------------------- - 8 - Supplemental disclosures of cash flow information: Cash paid for interest $ 22,775 $ 7,675 Cash paid for taxes $ -- $ -- Non-cash investing and financing activities: Issuance of common stock as partial repayments in conjunction with promissory note dated January 4, 2005 $ 320,000 $ -- -------------------------------------------------------------------------------- Beneficial conversion feature of convertible notes payable $ 106,666 $ 700,000 -------------------------------------------------------------------------------- Issuance of detachable warrants in conjunction with issuance of convertible notes payable $ 40,771 $ -- -------------------------------------------------------------------------------- Issuance of common stock for convertible notes payable $ -- $ 700,000 -------------------------------------------------------------------------------- Transfer from convertible notes payable to due to related party $ -- $ 100,000 -------------------------------------------------------------------------------- Issuance of common stock in exchange for patent $ -- $ 420,000 -------------------------------------------------------------------------------- See accompanying notes to condensed consolidated financial statements. - 9 - Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Organization and Basis of Presentation Organization - On March 12, 2004, pursuant to an Agreement and Plan of Merger dated as of March 11, 2004, by and among Tintic Gold Mining Company ("Tintic"), TTGM Acquisition Corporation, a Utah corporation and wholly-owned subsidiary of Tintic Gold Mining Company, and Kiwa Bio-Tech Products Group Ltd. ("Kiwa Bio-Tech"), a British Virgin Islands international business company, TTGM Acquisition Corporation merged with and into Kiwa Bio-Tech. Each share of Kiwa Bio-Tech common stock was converted into 1.5445839 shares of Tintic Gold Mining Company Common Stock, with Kiwa Bio-Tech surviving as Tintic Gold Mining Company's wholly-owned subsidiary. The merger resulted in a change of control of Tintic Gold Mining Company, with former Kiwa Bio-Tech stockholders owning approximately 89% of Tintic Gold Mining Company on a fully diluted basis. The Company accounted for this transaction as a reverse merger. Subsequent to the merger, Tintic Gold Mining Company changed its name to Kiwa Bio-Tech Products Group Corporation (the "Company"). On July 22, 2004, we completed our reincorporation in the State of Delaware. Business - The Company's business plan is to develop, manufacture, distribute and market innovative, cost-effective and environmentally safe bio-technological products for the agricultural, natural resources and environmental protection markets, primarily in China. The Company intends to improve existing products and to develop new products. Activities to date have included conducting research and development, acquiring and developing intellectual property, raising capital, development of a manufacturing facility, identification of strategic acquisitions and marketing our products. The Company's first product, a photosynthesis biological catalyst, was introduced in the Chinese agricultural market in November 2003. In 2002, Kiwa Bio-Tech chartered Kiwa Bio-Tech Products (Shandong) Co. Ltd. ("Kiwa-SD"), a wholly-owned subsidiary organized under the laws of China, as its offshore manufacturing base to capitalize on low cost, high quality manufacturing advantages available in China. Basis of Presentation - The condensed consolidated financial statements include the operations of Kiwa Bio-Tech Products Group Corporation and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The interim condensed consolidated financial statements are unaudited, but in the opinion of management of the Company, contain all adjustments, which include normal recurring adjustments, necessary to present fairly the financial position at September 30, 2005, the results of operations for the three months and nine months ended September 30, 2005 and 2004, and the cash flows for the nine months ended September 30, 2005 and 2004. The consolidated balance sheet as of December 31, 2004 is derived from the Company's audited financial statements. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions to Form 10-QSB and Item 310 of Regulation S-B. Certain information and footnote disclosures normally included in financial statements that have been presented in accordance with generally accepted accounting principles in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") with respect to interim financial statements, although management of the Company believes that the disclosures contained in these financial statements are adequate to make the information presented therein not misleading. The results of operations for the nine months ended September 30, 2005 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2005. - 10 - 2. Significant accounting policies Going Concern - The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the condensed consolidated financial statements do not purport to represent the realizable or settlement values. We incurred a net loss of $433,533 and $153,112 during the three months ended September 30, 2005 and 2004, respectively, and our current liabilities exceeded our current assets by $320,956 and $55,630 at September 30, 2005 and December 31, 2004, respectively. These factors create substantial doubt about our ability to continue as a going concern. Company management continues to evaluate the Company's cash needs and the availability of debt and equity financing to fund the Company's operations. The condensed consolidated financial statements do not contain any adjustments that might result from the outcome of this uncertainty. Credit Risk - The Company performs ongoing credit evaluations of its customers and intends to establish an allowance for doubtful accounts when amounts are not considered fully collectable. According to the Company's credit policy, the Company will provide a 100% bad debt allowance for the amounts outstanding over 365 days except for those subsequently settled, which management believes is consistent with industry practice in the China region. Based on industry practice and the credit history of customers, the management of the Company believes the accounts receivable balance as of September 30, 2005 will be fully collected. Comprehensive (Loss) Income - The Company has adopted the Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income", which establishes standards for reporting and presentation of comprehensive income (loss) and its components in a full set of general-purpose financial statements. The Company has chosen to report comprehensive income (loss) in the statements of operations and comprehensive income. Net Income (Loss) Per Common Share - Basic income (loss) per common share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per common share reflects the potential dilution that would occur if dilutive securities (stock options, warrants and convertible debt) were exercised. These potentially dilutive securities were not included in the calculation of loss per share for the periods presented because the Company incurred a loss during such periods and thus their effect would have been anti-dilutive. Accordingly, basic and diluted loss per common share is the same for all periods presented. As of September 30, 2005, potentially dilutive securities aggregated 21,669,116 shares of common stock. The loss per common share calculation for nine months ended September 30, 2005 and 2004 reflect the March 2004 recapitalization of Kiwa Bio-Tech. The Company effected a 4-for-1 split of its outstanding shares of common stock effective March 29, 2004, in conjunction with the reverse merger transaction with Kiwa Bio-Tech as described above. Unless otherwise indicated, all share and per share amounts presented herein have been adjusted to reflect the stock split. Foreign Currency Translation - The functional currency of the Company is China Renminbi ("RMB"), which is the primary medium of exchange where Kiwa-SD operates. The Company reports its financial results in United States dollars ("U.S. dollars"). Translations of amounts from RMB into U.S. dollars were at approximately US$ 1.00 = RMB 8.28 for all periods prior to July 21, 2005. Due to the stability of the RMB during the periods covered by the consolidated financial statements prior to July 21, 2005, no material exchange differences exist during the aforesaid period. On July 21, 2005, the People's Bank of China announced it would appreciate the RMB, increasing the RMB-US$ exchange rate from approximately US$ 1.00 = RMB 8.28 to approximately US$ 1.00 = RMB 8.11. The Company translates Kiwa-SD's assets and liabilities into U.S. dollars using the rate of exchange prevailing at the balance sheet date (at September 30, 2005, the prevailing exchange rate of the US dollar against the RMB was 8.093), and the statement of operations is translated at the average rates over the relevant reporting period. Equity items are translated at historical rates. Adjustments resulting from the translation from RMB into US$ are recorded in shareholders' equity as part of accumulated comprehensive income (loss). Gains or losses resulting from transactions in currencies other than RMB are reflected in the statement of operations. - 11 - Stock Issued for Compensation and Financing - The Company periodically issues shares of common stock, options or warrants for services rendered or for financing costs. Stock issued to non-employees is valued based on the market price on the transaction date. With respect to stock options and warrants issued to non-employees, the Company has adopted the SFAS No. 123, "Accounting for Stock-Based Compensation," which establishes a fair value method of accounting for stock-based compensation plans. In accordance with SFAS No. 123, the cost of stock options and warrants issued to non-employees is measured at the grant date based on the fair value of the award. The fair value of the stock-based award is determined using the Black-Scholes option-pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive benefit, which is generally the term of the loan period. With respect to stock awards issued to employees, the Company has elected to continue to account for stock-based employee compensation plans utilizing the intrinsic value method. The provisions of SFAS No. 123 currently in effect allow companies to either record an expense in the financial statements to reflect the estimated fair value of stock options or warrants to employees, or to continue to follow the intrinsic value method set forth in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB No. 25"), but to disclose on an annual basis the pro forma effect on net income (loss) and net income (loss) per common share had the fair value of the stock options and warrants been recorded in the financial statements. SFAS No. 123 was amended by SFAS No. 148, which now requires companies to disclose in financial statements the pro forma effect on net income (loss) and net income (loss) per common share of the estimated fair market value of stock options or warrants issued to employees. Under the intrinsic value method, the compensation cost for stock options and warrants is measured as the excess, if any, of the fair market price of the Company's common stock at the date of grant above the amount an employee must pay to acquire the common stock. The Company did not issue any stock options to its officers or management during the nine months ended September 30, 2005. As of December 15, 2005, SFAS No. 123 and APB No. 25 will be superseded by SFAS No. 123R, which will require all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values, beginning with the first interim or annual period after December 15, 2005. See "Recent Accounting Pronouncements," below. Reclassification from prior period financial statements - Certain prior period comparative figures have been reclassified to conform with the current period presentation. 3. Inventories Inventories consisted of the following at September 30, 2005 and December 31, 2004: -------------------------------------------------------------- September 30, 2005 December 31, 2004 (unaudited) Raw materials $ 416,688 $ 36,248 Work in progress - 32,295 Finished goods 29,849 15,134 ------ ------ Total $446,537 $83,677 -------------------------------------------------------------- - 12 - 4. Prepaid expenses Prepaid expenses consisted of the following at September 30, 2005 and December 31, 2004: ------------------------------------------------------------------------- September 30, 2005 December 31, 2004 (unaudited) Marketing service fee $ - $ 63,750 Fees for public relations and - 51,850 sourcing of financing Financing service fees 15,350 - Others 2,633 - Place agent fee - 16,000 ----------------------------------------- Total $17,983 $131,600 ------------------------------------------------------------------------- 5. Intangible asset The Company's intangible asset as of September 30, 2005 consisted of the following: ---------------------------------------------------------- Expected Gross Intangible Amortization Carrying Accumulated asset, Period Value Amortization Net ---------------------------------------------------------- ---------------------------------------------------------- Patent 8.5 years $480,411 $56,531 $423,880 ---------------------------------------------------------- The following table presents future expected amortization expense related to the patent: Amount 2005 $ 14,450 2006 57,800 2007 57,800 2008 57,800 2009 57,800 Thereafter 178,230 ---------- $ 423,880 ========== 6. Construction Costs Payable Construction costs payable represents remaining amounts to be paid for the Phase I construction project based on an independent accountant's certification pursuant to the construction contract. All construction costs payable are due to be repaid in 2005. 7. Related Party Transactions Amount due to related parties consisted of the following at September 30, 2005 and December 31, 2004: ------------------------------------------------------------------ September 30, December 31, Notes 2005 2004 (unaudited) Mr. Wei Li ("Mr. Li") (i) $ 186,201 $ 16,780 China Star Investment Group ("China Star") (ii) 247,242 112,105 ------- ------- Total $ 428,813 $128,885 ------- ------- ------------------------------------------------------------------ - 13 - Mr. Li Mr. Li is the Chairman of the Board and the Chief Executive Officer of the Company. The balance due to Mr. Li primarily consists of a loan and operating expenses that Mr. Li paid on behalf of the Company. On May 23, 2005, the Company entered into an advance agreement with Mr. Li for various advances amounting to $156,685. The advances are unsecured, bear interest at 12% per annum and will be due on November 22, 2005. The Company has also granted 783,423 shares of detachable warrants to Mr. Li. Each warrant attached to the advances entitles Mr. Li to subscribe for one share of common stock of the Company at an exercise price equal to the closing quote of the Company's shares on the date of draw down, which ranged from $0.011 to $0.0481 per share. The warrants expire two years from the date of issue. None of the detachable warrants were exercised in the nine months ended September 30, 2005. The intrinsic value of the detachable warrants at the time of their issuance was determined to be $8,633, calculated pursuant to the Black-Scholes option pricing model in accordance with EITF Issue No 00-27. This intrinsic value has been recorded as a reduction to the advance and has been credited to additional paid-in capital, and is being amortized on the straight-line basis over the term of the loan with the amounts amortized being recognized as interest expense. Any unamortized discount remaining at the date of conversion of the advance will be recognized as interest expense in the period the conversion takes place. (ii) China Star China Star is a company which is 10% owned by a major stockholder of the Company. The balance due to China Star primarily consisted of a loan from China Star and operating expenses that China Star paid on behalf of the Company. The original principal amount of the loan was $100,000 and was entered into in October 2003. The loan was scheduled to mature on October 20, 2004, and bears interest at 12% per annum, payable at maturity. As part of the loan terms, China Star had the right to convert the loan into shares of the Company's common stock at $0.25 per share at any time prior to the maturity date, subject to the Company completing a reverse merger transaction in the United States, which was accomplished in March 2004. China Star has waived this conversion right. This loan was fully paid on April 1, 2005. On June 29, 2005 and September 30, 2005, the Company entered into advance agreements with China Star for advances of $94,845 and $91,071, respectively. The advances were drawn down in stages over the second and third quarters of 2005, respectively. The advances are unsecured, bear interest at 12% per annum and will be due in six months from the date of draw down. The Company has also granted detachable warrants to China Star to purchase the aggregate of 929,580 shares of common stock. Each warrant attached to the advance entitles China Star to subscribe for one share of common stock of the Company at an exercise price equal to the closing quote of the Company's shares on the date of draw down, which ranged from $0.009 to $0.03 per share. The warrants expire two years from the date of issue. None of the detachable warrants were exercised in the nine months ended September 30, 2005. The intrinsic value of the detachable warrants at the time of their issuance was determined to be $10,438, calculated pursuant to the Black-Scholes option pricing model in accordance with EITF Issue No 00-27. 8. Convertible notes payable The balance of convertible notes payable as of September 30, 2005 and December 31, 2004 was $400,000 and $312,104, respectively. - 14 - 10% Loan On September 23, 2004, the Company entered into a convertible loan agreement for $350,000 with interest at 10% per annum (the "10% Loan"), and issued 1,050,000 detachable warrants. The lender is an unrelated party located in the United States. The 10% Loan was initially due on March 23, 2005, but the final maturity date was subsequently extended by agreement to April 21, 2005. The Company did not repay the 10% Loan by the extended maturity date. Prior to June 8, 2005, the Company made payments to the lender in the amount of $359,991, which included a penalty interest payment. On June 8, 2005, the Company signed a Payment Acknowledgment and Release with the lender in which the lender acknowledged full satisfaction of the 10% Loan and released the Company from all liability under the 10% Loan. Each warrant attached to the 10% Loan entitles the holder to subscribe for one share of common stock of the Company at an exercise price of $0.20 per share through September 23, 2007. None of the detachable warrants were exercised in the nine months ended September 30, 2005. The intrinsic value of the detachable warrants at the time of their issuance was determined to be $82,559, calculated pursuant to the Black-Scholes option pricing model in accordance with EITF Issue No 00-27. In connection with the 10% Loan, the Company recorded deferred debt issuance costs of $32,000, consisting of the direct costs incurred for the issuance of the convertible loan. Debt issuance costs were amortized on the straight-line method over the term of the 10% Loan, with the amounts amortized being recognized as interest expense. Promissory Note with Cornell Capital Partners, LP On January 4, 2005, as amended by letter agreements dated March 21, 2005 and April 5, 2005, the Company completed a loan transaction pursuant to which the Company received an advance of $400,000 (before deduction of expenses and fees) from Cornell Capital Partners, LP ("Cornell Capital") in exchange for the issuance by the Company of a promissory note in the original principal amount of $400,000 (the "Cornell Note"). The Cornell Note bears interest at a rate of 10% per annum and has a term of 290 days. The Company's obligations under the Cornell Note may be paid from, among other funds, the proceeds the Company receives pursuant to the Standby Equity Distribution Agreement entered into with Cornell Capital on July 6, 2004, described in Note 10. Pursuant to the terms of the Cornell Note, the Company deposited in escrow 39 requests for advances under the Standby Equity Distribution Agreement in the amount of $10,000 each and one request in the amount of $29,589, as well as sufficient shares of the Company's Common Stock registered pursuant to the Company's Registration Statement No. 333-117868, to cover the advances. An attorney will serve as escrow agent in connection with the advance notices and shares to be deposited in escrow pursuant to the Cornell Note. Unless the Cornell Note is repaid by the Company, the escrow agent will release such requests for advances to Cornell Capital every seven days commencing on January 17, 2005 and Cornell Capital may then, at its discretion, apply the proceeds from the advance to the outstanding balance on the Cornell Note. As of September 30, 2005, the escrow agent had released 33 such advances for an aggregate of 18,362,219 shares of common stock. The balances due on the Cornell Note as of September 30, 2005 and November 8, 2005 were $80,000 and $30,000, respectively. The Cornell Note contains customary events of default and permits Cornell Capital to accelerate the maturity of the full principal amount together with interest and other amounts owing upon the occurrence of such events of default. - 15 - 12% Loans On May 30, 2005 and June 16, 2005, the Company entered into three convertible promissory note agreements for the aggregate of $320,000 with interest at 12% per annum (the "12% Loans"), and issued 1,600,000 detachable warrants. The lenders are unrelated parties located in the United States. The 12% Loans are initially due in 3 months from date of draw down, but the final maturity dates were extended for another three months. The 12% Loans are secured by the Company's assets. Mr. Li has provided personal guarantees for the 12% Loans. As part of the loan terms, the lenders have the right to convert the 12% Loans into shares of the Company's common stock at any time prior to the maturity. The conversion price is based on 75% of the closing quote of the Company's common stock on the date of conversion. However, the Company has the right in its sole discretion to redeem the 12% Loans in whole or in part for 125% of the face amount plus unpaid accrued interest. Each warrant attached to the 12% Loans entitles the holder to subscribe for one share of common stock of the Company at an exercise price equal to the closing quote of the Company's shares on the date of draw down, which ranged from $0.018 to $0.023 per share. The warrants expire two years from the date of issue. None of the detachable warrants were exercised in the nine months ended September 30, 2005. The intrinsic value of the detachable warrants at the time of their issuance was determined to be $21,700, calculated pursuant to the Black-Scholes option pricing model in accordance with EITF Issue No 00-27. The fair value of the beneficial conversion feature of the 12% Loans was determined to be $106,666, based on a formula that takes the lower of outstanding loan principal and the difference between the conversion price and the fair market value of the Company's common stock. The fair value of $106,666 was recorded as a reduction to convertible notes payable and will be charged to operations as interest expense from the date of draw down through the date of maturity, which resulted in a charge to operations of $$106,666 during the nine months ended September 30, 2005. In connection with the 12% Loans, the Company recorded deferred debt issuance costs of $16,000, consisting of the direct costs incurred for the issuance of the convertible loan. Debt issuance costs are being amortized on the straight-line method over the term of the 12% Loans, with the amounts amortized being recognized as interest expense. Any unamortized debt issuance costs remaining at the date of conversion of the 12% Loans will be recognized as interest expense in the period the conversion takes place. 9. Unsecured loans payable Unsecured loans payable(including current portion)consisted of the following at September 30, 2005 and December 31, 2004: -------------------------------------------------------------------------------- September 30, December 31, 2005 2004 (unaudited) -------------------------------------------------------------------------------- Unsecured loan payable to Zoucheng (Note) Unsecured loan payable to Zoucheng Municipal Government, non-interest bearing, becoming due within three years from Kiwa-SD's first profitable year on a formula basis, interest has not been imputed due to the undeterminable repayment date $1,112,072 $1,087,390 -------------------------------------------------------------------------------- Unsecured loan payable to Zoucheng Science & Technology Bureau, non-interest bearing, it is due in Kiwa-SD's first profitable year, interest has not been imputed due to the undeterminable repayment date 308,909 302,053 -------------------------------------------------------------------------------- Total $1,420,981 $1,389,443 -------------------------------------------------------------------------------- - 16 - Note: The unsecured loan payable consists of amounts borrowed under a project agreement with Zoucheng Municipal Government, whereby the Company is allowed to borrow up to $1.2 million. According to the project agreement, Zoucheng Municipal Government granted the Company use of at least 15.7 acres in Shandong Province, China at no cost for 10 years to construct a manufacturing facility. Under the agreement, the Company has the option to pay a fee of $58,696 per acre for the land use right after the 10-year period. The Company may not transfer or pledge the temporary land use right. The Company also committed to invest approximately $18 million to $24 million for developing the manufacturing and research facilities in Zoucheng, Shandong Province. As of September 30, 2005, the Company invested approximately $1.4 million for the project. Management believes that neither the Company nor management will be liable for compensation or penalty if such commitment is not fulfilled. The Company qualifies for non-interest bearing loans under a government sponsored program to encourage economic development in certain industries and locations. To qualify for the favorable loan terms, a company must meet the following criteria: (1) be a technology company with innovative technology or product (as determined by the Science Bureau of the central government); (2) operate in specific industries, such as agriculture, environmental, education, and others, which the government has determined are important to encourage development; and (3) be located in undeveloped areas such as Zoucheng, Shandong Province where the manufacturing facility of the Company is located. 10. Equity-Based Transactions (a) Authorized share capital Under the Company's Certificate of Incorporation, 100,000,000 shares of common stock and 20,000,000 shares of preferred stock are authorized. The Board of Directors has authority under the Certificate of Incorporation to determine the rights, preferences, privileges and restrictions of the preferred stock. (b) Issued and outstanding share capital From January 1, 2004 to September 30, 2005, the Company has engaged in the following equity-based transactions: In conjunction with the March 2004 reverse merger transaction, the Company entered into the following equity-based transactions: a. In exchange for 100% of the issued and outstanding shares of Kiwa Bio-Tech, the Kiwa Bio-Tech stockholders were issued 30,891,676 shares of Tintic's common stock. b. The stockholders of Tintic retained their 4,038,572 shares of common stock which were issued and outstanding prior to the consummation of the Merger Agreement. c. Tintic assumed 1,852,501 stock options issuable by Kiwa Bio-Tech at March 12, 2004. d. Effective March 11, 2004, the Company issued a warrant to its financial advisor to purchase 1,747,000 shares of common stock exercisable at $0.20 per share for six years. The fair value of this warrant was determined to be approximately $0.54 per share pursuant to the Black-Scholes option-pricing model. The aggregate fair value of such warrant of $943,380 was charged to operations as reverse merger costs during the year ended December 31, 2004. e. Effective March 30, 2004, the Company issued a stock option to a consultant to purchase 300,000 shares of common stock exercisable at $0.20 per share for ten years. The fair value of this option was determined to be approximately $0.57 per share pursuant to the Black-Scholes option pricing model. The aggregate fair value of such option of $171,000 was charged to operations as reverse merger costs during the year ended December 31, 2004. - 17 - On April 12, 2004, the Company entered into an agreement with China Agricultural University to acquire patent no. ZL 93101635.5 entitled "Highly Effective Composite Bacteria for Enhancing Yield and the Related Methodology for Manufacturing," which was originally granted by the PRC Patent Bureau on July 12, 1996. The purchase consideration was $480,411, of which $30,205 was paid at signing of the agreement and an additional $30,205 was paid in December 2004. In addition, the Company issued 1,000,000 shares of common stock valued at $0.42 per share based on its fair market value on July 19, 2004 (aggregate value $420,000), the date when the application for the patent right holder alternation registration was approved. On May 24, 2004, the Company entered into a contract with Cinapsys Inc. to provide investor relations services. The engagement was for a period of twelve months and provided for a monthly retainer of $4,000 and the issuance of 75,000 shares of common stock. The Company recorded a prepaid expense of $33,750 based on the closing price of its common stock on the effective date of the agreement and is amortizing such amount to operations over the 12 month contract period. On September 27, 2004, the Company terminated the engagement letter with Cinapsys Inc. according to the termination clause and the Board of Directors authorized the issuance of the above 75,000 shares of common stocks to Cinapsys Inc. Accordingly, the prepaid expense was written off in 2004. On July 6, 2004, the Company entered into a Standby Equity Distribution Agreement with Cornell Capital. Under the Standby Equity Distribution Agreement, the Company may, at its discretion, periodically issue and sell to Cornell Capital common stock for a total purchase price of up to $10,000,000, subject to further limitations noted in the next paragraph. The purchase price for the shares is equal to 99% of the market price, which is defined in the Standby Equity Distribution Agreement as the lowest volume weighted average price of the common stock during the five trading days following the notice date. Cornell Capital received a one-time commitment fee of 704,039 shares of the Company's common stock following execution of the Agreement on July 29, 2004, which was treated as a reduction of the proceeds. Cornell Capital will be paid a fee equal to 4% of each advance, to be retained from each advance. As a result, our proceeds from the sale of shares under the Standby Equity Distribution Agreement will be equal to 95% of the market price, calculated as described above. In connection with the Standby Equity Distribution Agreement, the Company also entered into a Placement Agent Agreement with Newbridge Securities Corporation, a registered broker-dealer. On July 29, 2004, the Company paid Newbridge Securities Corporation a one-time placement agent fee of 26,567 shares of common stock with a value of approximately $10,000 based on the volume weighted average price of the Company's common stock as quoted by Bloomberg, LP on the date of the Placement Agent Agreement which was treated as a reduction of the proceeds. The Company registered the shares of common stock issuable under the Standby Equity Distribution Agreement for resale by Cornell Capital pursuant to a Registration Statement on Form SB-2 (No. 333-117868), which was declared effective by the SEC in December 2004. The amount of stock the Company may sell under the Standby Equity Distribution Agreement at one time is subject to a maximum advance amount of $500,000, with no cash advance occurring within seven trading days of a prior advance, and the Company may not request cash advances if the shares to be issued in connection with an advance would result in Cornell Capital owning more than 9.9% of the Company's outstanding common stock. Based on the Company's current outstanding shares of65,100,287, it could not issue shares under the Standby Equity Distribution Agreement if it would result in Cornell Capital owning more than 6,444,929 shares. Assuming a price of $0.0112 per share, and the closing price of the Company's common stock on November 8, 2005, the issuance of 6,444,929 shares under the Standby Equity Distribution Agreement would result in proceeds to the Company of approximately $72,183 after taking into account fees and discounts. - 18 - On September 14, 2004, the Company issued 892,857 shares of common stock to Stubbs Alderton and Markiles, LLP, with an aggregate value of $125,000, as payment for legal fees incurred during 2004. On October 1, 2004, the Company entered a Consulting Agreement with Amy L.Yi to provide investor relations services. The engagement was for a period of six months and provided for the issuance of 200,000 shares of common stock. The Company recorded a prepaid expense of $20,000 based on the closing price of its common stock on the effective date of the agreement and amortized such amount to operations over the six month contract period. On October 1, 2004, the Company entered a Consulting Agreement with Robert Sullivan to provide investor relations services. The engagement was for a period of three months and provided for the issuance of 165,000 shares of common stock. The Company recorded a prepaid expense of $16,500 based on the closing price of its common stock on the effective date of the agreement and amortized such amount to operations over the three month contract period. On October 1, 2004, the Company entered a Consulting Agreement with Barry R. Clark to provide investor relations services. The engagement was for a period of four months and provided for the issuance of 200,000 shares of common stock. The Company recorded a prepaid expense of $20,000 based on the closing price of its common stock on the effective date of the agreement and amortized such amount to operations over the four month contract period. After one month of service, the Company terminated the engagement with Barry R. Clark according to the termination clause and the Board of Directors authorized the cancellation of certificates representing 150,000 shares of stock issued to Barry R. Clark and the issuance of 30,000 shares of restricted stock to Barry R. Clark as final compensation, which was recognized as consulting expenses as of December 31, 2004. On January 4, 2005, as amended by letter agreements dated March 21, 2005 and April 5, 2005, the Company completed a loan transaction pursuant to which the Company received an advance of $400,000 (before deduction of expenses and fees) from Cornell Capital in exchange for the issuance by the Company of a promissory note in the original principal amount of $400,000. In the first three quarters of 2005, the Company issued an aggregate of 18,362,219 shares to repay Cornell Capital $320,000 in accordance with the requests of Cornell Capital under the Standby Equity Distribution Agreement. The balances due to Cornell Capital on the promissory note as of September 30, 2005 and November 8, 2005 were $80,000 and $30,000, respectively. (c) Option On June 3, 2004, a majority of the Company's stockholders approved the adoption of the Company's 2004 Stock Incentive Plan (the "Plan"). There are reserved 1,047,907 shares of the Company's common stock for the issuance of stock options and stock purchase rights under the Plan, of which not more than 350,000 shares may be granted to any participant in any fiscal year. The options granted under of the Plan will expire ten years from the date of grant. The options which are not issued to an officer, a director or a consultant will become exercisable at least as rapidly as 20% per year over the five-year period commencing on the date of grant. As of September 30, 2005, no stock options or stock purchase rights had been granted under the Plan. - 19 - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION This Quarterly Report on Form 10-QSB includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding guidance, industry prospects or future results of operations or financial position, made in this Quarterly Report on Form 10-QSB are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons, including, among others, fluctuations in foreign exchange rates, changes in global economic conditions and consumer spending, world events, technological developments in ag-biotechnology, the amount that the Company invests in new business opportunities and the timing of those investments, the mix of products sold to customers, the mix of net sales derived from products as compared with services, competition, management of growth, potential fluctuations in operating results, international growth and expansion, outcomes of legal proceedings and claims, risks of inventory management, seasonality, the degree to which the Company enters into, maintains, and develops commercial agreements, acquisitions, and strategic transactions, and risks of fulfillment throughput and productivity. These risks and uncertainties describe some, but not all, of the factors that could cause actual results to differ significantly from management's expectations. Overview The Company's business plan is to develop, manufacture, distribute and market innovative, cost-effective and environmentally safe bio-technological products for the agricultural, natural resources and environmental protection markets, primarily in China. The Company intends to improve existing products and to develop new products. Activities to date have included conducting research and development, acquiring and developing intellectual property, raising capital, development of a manufacturing facility, identification of strategic acquisitions and marketing our products. The Company's first product, a photosynthesis biological catalyst, was introduced in the Chinese agricultural market in November 2003. Going Concern Risk Our condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the condensed consolidated financial statements do not purport to represent the realizable or settlement values. We incurred a net loss of $433,533 and $153,112 during the three months ended September 30, 2005 and 2004, respectively, and our current liabilities exceeded our current assets by $320,956 and $55,630 at September 30, 2005 and December 31, 2004, respectively. These factors create substantial doubt about our ability to continue as a going concern. The condensed consolidated financial statements do not contain any adjustments that might result from the outcome of this uncertainty. Company management continues to evaluate the availability of debt and equity financing in light of the Company's cash needs to fund operations. There can be no assurances that the Company will be successful in obtaining sufficient debt or equity financing to meet the Company's cash needs in the near term. - 20 - Major Customers and Suppliers Three customers accounted for 28%, 15% and 11%, respectively, of our net sales for the three months ended September 30, 2005 and three other customers accounted for 38%, 32% and 28%, respectively, of our net sales for the nine months ended September 30, 2005. Three customers accounted for 54%, 39% and 2%, respectively, of our net sales for the three months ended September 30, 2004 and 49%, 34% and 1%, respectively, of our net sales for the nine months ended September 30, 2004. A supplier accounted for 99%, of our purchases of raw materials for the three months ended September 30, 2005 and three suppliers accounted for 64%, 17%, and 12%, respectively, of our purchases of raw materials for the nine months ended September 30, 2005. Three suppliers accounted for 51%, 38% and 4%, respectively, of our purchases of raw materials for the three months ended September 30, 2004 and 41%, 30%, and 6%, respectively, of our purchases of raw materials for the nine months ended September 30, 2004. The raw materials used in our products are available from a variety of alternative sources. Trends and Uncertainties in Regulation and Government Policy in People's Republic of China Agricultural Policy Changes in China After over ten years of economic growth, China now faces an imbalance between urban and rural environments as well as the manufacturing and agricultural industries. On February 10, 2004, the Chinese central government issued a new policy to correct the imbalance by offering favorable taxation of agricultural products. Existing agricultural products will be taxed at a rate of 1%. At the Central Working Conference on Agriculture on December 28, 2004, China's central authorities pledged to continue agriculture-friendly policies, to stabilize upward trends in grain production and to increase farmers' income in 2005, including further reducing agricultural taxes, increasing financial subsidies to farmers, investing more money in rural infrastructure and increasing financial assistance to main grain-production counties. We may benefit from these favorable policies as farmers will retain more of their income and may spend some of that income on our products resulting in greater sales. In addition, we anticipate receiving additional governmental support in marketing our products to farmers due to additional procedural changes included with the new policy. General Fiscal and Monetary Policy Changes in China In 2004, China adopted restricted fiscal and monetary policies to fight potential inflation. However, "People's Daily," the most popular state-owned newspaper in China, stated on August 10, 2004 that the agricultural sector is one of a few industries which will continue to enjoy expansionary policy. The article noted that the Chinese government will continue to increase investment in agricultural development. We have previously benefited from these policies, as evidenced by our receipt of non-interest bearing loans from the government in the amount of approximately $1,510,264 from November 28, 2002 to March 31, 2005. As the government further increases investment in the agricultural sector, we expect that similar loans or other favorable financing programs will be available to us in the future, which we anticipate will assist us with managing liquidity and capital resources during our growth period. However, if these financing programs are not available in the future, we may have to borrow on terms which are less favorable to us, or we may not be able to borrow additional funds at all on terms which are acceptable. - 21 - Foreign Investment Policy Changes The Chinese government is considering changes to its current policy that provides favorable tax treatment to foreign invested enterprises as compared to Chinese domestic business. The new policy under consideration will consolidate enterprise income tax laws between foreign invested enterprises and Chinese domestic enterprises. The new policy will also provide transitional arrangements to facilitate the consolidation. No timetable has been announced yet for the consolidation. If the new policy is implemented, newly established foreign invested enterprises will not enjoy favorable tax treatment as in effect under current tax laws. It is anticipated that the proposed policy will not have an impact on companies like ours, which have already been granted favorable tax treatment. We believe this beneficial tax status will make an investment in our Company more attractive to both foreign and domestic investors in China, which could improve our liquidity or provide additional capital resources. However, if we were to be subject to such new policies, our tax rate and tax liability would increase. Foreign Exchange Policy Changes China is considering allowing its currency to be freely exchangeable for other major currencies. On July 21, 2005, the People's Bank of China announced it would appreciate the RMB, increasing the RMB-US$ exchange rate from approximately US$ 1.00 = RMB 8.28 to approximately US$ 1.00 = RMB 8.11. This change resulted in greater liquidity for revenues generated in RMB. We benefited by having easier access to and greater flexibility with capital generated in and held in the form of RMB. The majority of our assets are located in China and most of our earnings are currently generated in China, and are therefore denominated in RMB. Changes in the RMB-US$ exchange rate impacted our reported results of operations and financial condition. In the event that RMB was to appreciate over the next year as compared to the US$, our earnings would benefit from the appreciation of the RMB. However, if we have to use US$ to invest in our Chinese operations, we would suffer from the depreciation of US$ against the RMB. On the other hand, if the value of the RMB were to depreciate compared to the US$, then our reported earnings and financial condition would be adversely affected when converted to US$. Critical Accounting Policies and Estimates We prepared our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions. The following critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements. ACCOUNTS RECEIVABLE. We perform ongoing credit evaluations of our customers by analyzing historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns, and will provide a bad debt allowance for amounts outstanding over 365 days. - 22 - We believe that the accounts receivable balance at September 30, 2005 is fully collectible. Our belief is based on industry practices in the China region and those of our competitors, our ongoing relationships and our payment experience with our customers. As of September 30, 2005, all accounts receivable, which were not subsequently settled, were less than one year old and we have no indication of insolvency from any of our customers. Terms of the sales vary from cash on delivery through a credit term up to three to twelve months. Ordinarily, we require our customers to pay between 20% and 60% of the purchase price of an order placed, depending on the results of our credit investigations, prior to shipment. The remaining balance is due within twelve months, unless other terms are approved by management. We maintain a policy that all sales are final, we do not allow returns. However, in the event of defective products, we may allow customers to exchange the defective products for new products within 90 days of delivery and prior to the product's expiration date. In the event of any exchange, the customers pay all transportation expenses. INVENTORIES. Inventories are stated at the lower of cost or net realizable value. Cost is determined on the weighted average method. Inventories include raw materials, work-in-progress, finished goods and low-value consumables. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs to complete and dispose. Management believes that there is no obsolete inventory. REVENUE RECOGNITION. We recognize revenue in accordance with SEC Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements," as amended by SAB No. 104, "Revenue Recognition". Sales represent the invoiced value of goods, net of value added tax, supplied to customers, and are recognized upon delivery of goods and passage of title. IMPAIRMENT OF ASSETS. Our long-lived assets consist of property and equipment and intangible assets. At September 30, 2005, the net value of property and equipment and intangible assets was $1,452,955 and $423,880, respectively, which represented approximately 39.3% and 11.5% of our total assets, respectively. We periodically evaluate our investment in long-lived assets, including property and equipment, for recoverability whenever events or changes in circumstances indicate the net carrying amount may not be recoverable. Our judgments regarding potential impairment are based on legal factors, market conditions and operational performance indicators, among others. In assessing the impairment of property and equipment, we make assumptions regarding the estimated future cash flows and other factors to determine the fair value of the respective assets. If these estimates or the related assumptions change in the future, we may be required to record impairment charges for these assets. INCOME TAXES. We record a valuation allowance to reduce our deferred tax assets arising from net operating loss carryforwards to the amount that is more likely than not to be realized. In the event we were to determine that we would be able to realize our deferred tax assets in the future in excess of our recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should we determine that we would not be able to realize all or part of our deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. Results of Operations for Three Months and Nine Months Ended September 30, 2005 and 2004 NET SALES. Net sales for the three months ended September 30, 2005 were $3,422, a decrease of $404,462 or 99%, from $407,884, the amount of net sales for the three months ended September 30, 2004. The decrease in net sales during the period was the result of a temporary suspension of manufacturing while our plant was being upgraded during July 2005. - 23 - Net sales for the nine months ended September 30, 2005 were $1,021,725, an increase of $320,624 or 46%, from $701,101 for the nine months ended September 30, 2004. The increase in net sales during the period resulted from the increased number of local and foreign customers in Southeast Asia during the first half of 2005. COST OF SALES. Costs of sales were $5,521 and $170,387 for the three months ended September 30, 2005 and 2004, respectively. The decrease of $164,866, or 97%, in cost of sales was primarily due to decreased material costs resulting from decreased sales. Costs of sales were $286,439 and $277,688 for the nine months ended September 30, 2005 and 2004, respectively. The increase of $8,751 or 3%, in cost of sales was primarily due to increased material costs, which resulted from increased sales during the first half of 2005. GROSS (LOSS) PROFIT. Gross (loss) profit was ($2,099) and $237,497 for the three months ended September 30, 2005 and 2004, respectively. This represented a profit (loss) margin of (61%) and 58% for those periods, respectively, and a 119% changes in gross (loss) profit of $239,596. Gross profit was $735,286 and $423,413, representing a profit margin of 72% and 60% for the nine months ended September 30, 2005 and 2004, respectively. The increase of $311,873 primarily occurred during the first half of 2005. CONSULTING AND PROFESSIONAL FEES. Consulting and professional fees were $153,634 and $186,075 for the three months ended September 30, 2005 and 2004, respectively, representing a decrease of $32,441 or 17%. It is attributable to reduction of investor relations services incurred during the three-month period. Consulting and professional fees were $500,031 and $285,535 for the nine months ended September 30, 2005 and 2004, respectively, representing an increase of $214,496 or 75%. The increase in consulting and professional fees is primarily attributable to consulting and professional fees of Cornell Capital for finance and investor relations services. Fees to accountants, lawyers and other fees associated with operating a public company also contributed to the increase in consulting and professional fees in the first nine months of 2005. OFFICERS' COMPENSATION. Officers' compensation increased by $5,689 or 262% to $7,864 for the three months ended September 30, 2005 as compared to $2,175 for the three months ended September 30, 2004. The increase is primarily because of the salary adjustment of certain officers in 2005. Officers' compensation increased by $10,373 or 46% to $32,846 for the nine months ended September 30, 2005 as compared to $22,473 for the nine months ended September 30, 2004. The increase is primarily because of the salary adjustment of certain officers and a performance bonus to an officer in 2005. GENERAL AND ADMINISTRATIVE. General and administrative expense was $115,255 for the three months ended September 30, 2005, as compared to $160,245 for the same period of 2004, a decrease of $44,990 or 28%, primarily as a result of the decrease of entertainment expenses and insurance expenses during the third quarter of 2005. General and administrative expense was $477,389 for the nine months ended September 30, 2005, as compared to $436,234 for the same period of 2004, an increase of $41,155 or 9%, primarily as a result of increased marketing expenses commensurate with enhanced sales volume and increased personnel-related costs in China reflecting an increased level of business activity and increased costs associated with being a public company during the period. - 24 - General and administrative expenses mainly include salaries, travel and entertainment, rent, office expense, telephone expense and insurance costs. RESEARCH AND DEVELOPMENT. Research and development expense decreased $12,578, or 89%, to $1,617 for the three months ended September 30, 2005, as compared to $14,195 for the three months ended September 30, 2004. Research and development expense decreased $30,906, or 75%, to $10,040 for the nine months ended September 30, 2005, as compared to $40,946 for the nine months ended September 30, 2004. The decrease in both periods is due to reduction of field testing fees for new products. DEPRECIATION AND AMORTIZATION. Depreciation and amortization, excluding depreciation and amortization included in cost of sales, increased $4,895, or 28%, to $22,620 for the three months ended September 30, 2005, as compared to $17,725 for the three months ended September 30, 2004. Depreciation and amortization, excluding depreciation and amortization included in cost of sales, increased $38,549, or 109%, to $73,809 for the nine months ended September 30, 2005, as compared to $35,260 for the nine months ended September 30, 2004. The increase in both periods is primarily attributable to depreciation expense in respect of the patent we finished acquiring in August 2004. INTEREST INCOME (EXPENSE). Interest expense increased $120,250, or 12-fold, to $130,444 for the three months ended September 30, 2005, as compared to interest expense of $10,194 for the three months ended September 30, 2004. The increase of interest is primarily attributable to the convertible notes payable issued in late second quarter of 2005. For more information refer to discussion of 12% Loans at Note 8 to the financial statements. Interest expense decreased $481,155, or 65%, to $264,690 for the nine months ended September 30, 2005, as compared to interest expense of $745,845 for the nine months ended September 30, 2004. This decrease is due to the termination of the conversion feature of a convertible note that was converted to common stock on June 8, 2004, which the Company had previously amortized as interest expense. For more information refer to Note 8 to the financial statements regarding retirement of 10% Loan. OTHER INCOME. The municipal government in Shandong Province, China granted the Company $2,416 during the first quarter of 2005. The grant is recorded as "other income" on the financial statements. There are not other amounts recorded as "other income" during the three months ended September 30, 2005 and 2004, respectively. COMPREHENSIVE INCOME (LOSS). We experienced a comprehensive loss of $408,432 for the three months ended September 30, 2005 compared to a comprehensive loss of $151,112 for the three months ended September 30, 2004. The increase of $257,320 or 170% in the current period as compared to third quarter 2004 is primarily due to the significant decrease of sales during the period due to the temporary suspension of manufacturing at our facility due to construction. Net comprehensive loss decreased $1,964,312 to $596,002 for the nine months ended September 30, 2005 as compared to $2,560,314 for the nine months ended September 30, 2004. The decrease in comprehensive loss in the current period as compared to the same period in 2004 is primarily due to non-recurring costs of the reverse merger equal to $1,417,434 and the decrease of interest expense resulting from the termination of the conversion feature of a convertible note that was converted to common stock on June 8, 2004. Liquidity and Capital Resources Since inception of our ag-biotech business in 2002, we have relied on the proceeds from the sale of our equity securities and loans from both unrelated and related parties to provide the resources necessary to fund the development of our business plan and operations. During the nine months ended September 30, 2005, we raised $1,041,337 in debt financing. - 25 - We will require additional capital to fund our business plan and develop our manufacturing facility, and have not generated sufficient revenues from our operations for such purposes. We anticipate the need to raise additional capital through the issuance of debt or equity securities to fund the development of our planned business operations, although there can be no assurances that we will be successful in this regard. There can be no assurances that we will be able to obtain sufficient funds to allow us to continue executing our planned expansion of our operations during the next year. In November 2002 and June 2003, we entered into two bank loans for two auto purchases with a local bank in Beijing, China in the amounts of $38,663 and $25,498, with interest rates of 5.32% and 5.02%, respectively. The interest rates have increased to 5.50% and 5.76%, respectively. The maturity dates are October 2007 and March 2008, respectively. As of September 30, 2005, the outstanding balances of these loans were $13,038 and $17,758, respectively. In October 2003, we entered into a convertible loan agreement with China Star pursuant to which we borrowed $100,000 from China Star. The loan bears interest at the rate of 12% per annum and was originally due and payable in October 2004. China Star has waived this conversion right. The loan was fully repaid in April 2005. On June 29, 2005 and September 30, 2005, the Company entered into two advance agreements with China Star for advances in the aggregate of $94,845 and $91,071, made to the Company during the second and third quarters of 2005, respectively. The advances are unsecured, bear interest at 12% per annum and will be due in six months from the date of draw down. The Company has also granted detachable warrants to China Star for 929,580 shares of common stock. As of September 30, 2005, the total outstanding balance to China Star under the loan and for other obligations was $247,242. On September 23, 2004, the Company entered into a convertible loan agreement for $350,000 with interest at 10% per annum (the "10% Loan"), and issued 1,050,000 detachable warrants. The lender is an unrelated party located in the United States. The 10% Loan was initially due on March 23, 2005, but the final maturity date was subsequently extended by agreement to April 21, 2005. The Company did not pay the 10% Loan by the extended maturity date and the lenders declared it in default. Prior to June 8, 2005, the Company made payments to the lender in the amount of $359,991, which included a penalty interest payment. On June 8, 2005, the Company signed a Payment Acknowledgment and Release with the lender in which the lender acknowledged full satisfaction of the 10% Loan and released the Company from all liability under the 10% Loan. On January 4, 2005, we issued a promissory note in the original principal amount of $400,000 to Cornell Capital that will be automatically repaid with cash proceeds from the sale of our common stock under our Standby Equity Distribution Agreement unless we elect to pay earlier from other sources. The note bears interest at a rate of 10% per annum and has a term of 290 days. On May 30, 2005 and June 16, 2005, the Company entered into three convertible promissory note agreements for the aggregate of $320,000 with interest at 12% per annum (the "12% Loans"), and issued 1,600,000 detachable warrants. The lenders are unrelated parties located in the United States. The 12% Loans were initially due in 3 months from date of draw down, but the final maturity dates were extended for another three months. The 12% Loans are secured by the Company's assets. Mr. Li has provided personal guarantees for the 12% Loans. As part of the loan terms, the lenders have the right to convert the 12% Loans into shares of the Company's common stock at any time prior to the maturity. The conversion price is based on 75% of the closing quote of the Company's common stock on the date of conversion. We qualified for non-interest bearing loans under a government sponsored program to encourage economic development in certain industries and locations. To qualify for the favorable loan terms, a company must meet the following criteria: (1) be a technology company with innovative technology or product (as determined by the Science Bureau of the central government); (2) operate in specific industries, such as agriculture, environmental, education, and others, which the government has determined important to encourage development; and (3) be located in undeveloped areas such as Zoucheng, Shandong Province where our facility is located. - 26 - As of September 30, 2005, we had obtained non-interest bearing loans from the Chinese local government of approximately $1,510,264, of which $1,389,443 is currently outstanding. We are required to begin repayment of the outstanding balance of the loans in the first year after our Chinese subsidiary reaches an accumulative profit position. The entire balance is to be fully repaid within three years thereafter. At September 30, 2005 and December 31, 2004, we had cash of $15,113 and $17,049 respectively. At September 30, 2005 and 2004, our net working capital (deficiency) was ($320,956) and ($55,630), respectively, reflecting current ratios of 0.85:1 and 0.96:1, respectively, at such dates. During the nine months ended September 30, 2005, our operations utilized cash of $587,408, as compared to $817,252 utilized for the nine months ended September 30, 2004. During the nine months ended September 30, 2005, we utilized cash of $71,692 for investing activities consisting primarily of property and equipment purchases. This was offset in part by collections due from other receivables. Cash utilized for investing activities during the nine months ended September 30, 2004, was $211,90, which reflects a 66% decrease. During the nine months ended September 30, 2005, we generated a net of $634,949 from financing activities, consisting of the proceeds from convertible notes payable of $720,000 and loans advanced from related parties of $321,337, offset in part by the repayment of a short-term loan of $50,000, convertible notes payable of $350,000 and long-term borrowings of $6,388. During the nine months ended September 30, 2004, we generated $1,322,556 from financing activities through increases in convertible loans and long-term borrowings. We continue to develop our manufacturing facility and have invested approximately $1,658,598 in Phase I of our new manufacturing facility, including $1,009,367 in buildings and $446,100 in equipment. We estimate that the total investment for the completion of Phases II and III of the construction of our manufacturing facility will be at least $2.5 million over an estimated 3 years. We do not anticipate generating sufficient positive internal operating cash flow to fund our planned operations for several years. In the next year, we intend to raise additional capital through the issuance of debt or equity securities to fund the development of our planned business operations, although there can be no assurances that we will be successful in obtaining this financing. To the extent that we are unable to successfully raise the capital necessary to fund our future cash requirements on a timely basis and under acceptable terms and conditions, we will not have sufficient cash resources to maintain operations, and may have to curtail operations and consider a formal or informal restructuring or reorganization. - 27 - Inflation and Currency Matters In the most recent decade, the Chinese economy has experienced periods of rapid economic growth as well as relatively high rates of inflation, which in turn has resulted in the periodic adoption by the Chinese government of various corrective measures designed to regulate growth and contain inflation. Our success depends in substantial part on the continued growth and development of the Chinese economy. Foreign operations are subject to certain risks inherent in conducting business abroad, including price and currency exchange controls, and fluctuations in the relative value of currencies. We conduct virtually all of our business in China and, accordingly, the sale of our products is settled primarily in RMB. As a result, devaluation or currency fluctuation of the RMB against the US$ would adversely affect our financial performance when measured in US$. Although prior to 1994 the RMB experienced significant devaluation against the US$, the RMB has remained fairly stable since then. In addition, the RMB is not freely convertible into foreign currencies, and the ability to convert the RMB is subject to the availability of foreign currencies. Effective December 1, 1998, all foreign exchange transactions involving the RMB must take place through authorized banks or financial institutions in China at the prevailing exchange rates quoted by the People's Bank of China. The exchange rate was approximately US$ 1.00 to RMB 8.28 at December 31, 2004. On July 21, 2005, the People's Bank of China increased the US$-RMB exchange rate to approximately US$ 1.00 = RMB 8.11. This change results in greater liquidity for revenues generated in RMB. We benefit by having easier access to and greater flexibility with capital generated in and held in the form of RMB. As China has recently been admitted as a member of the World Trade Organization, the central government of China is expected to adopt a more rigorous approach to partially deregulate currency conversion restrictions, which may in turn increase the exchange rate fluctuation of the RMB. Should there be any major change in the central government's currency policies, we do not believe that such an action would have a detrimental effect on our operations, since we conduct virtually all of our business in China, and the sale of our products is settled in RMB. Commitments and Contingencies We have the following material contractual obligations: Operating lease commitments - The Company previously leased an office in Beijing under an operating lease that expired in April 2005 with an aggregate monthly lease payment of approximately $2,882. This operating lease was replaced by another operating lease expiring in March 2008 with an aggregate monthly lease payment of approximately $4,933. Rent expense under the operating leases for the three months and nine months ended September 30, 2005 was $14,799 and $33,446, respectively. The Company previously leased an office in the United States under a commercial lease agreement with China Star expiring in June 2005 with an aggregate monthly lease payment of approximately $2,560. This operating lease was replaced by another operating lease with a third party expiring in June 2008 with an aggregate monthly lease payment of approximately $1,000. Pursuant to the lease agreements, rent expense for three months and nine months ended September 30, 2005 was $3,000 and $18,360, respectively. At September 30, 2005, the remaining minimum lease payments amounted to $32,236. Off-Balance Sheet Arrangements At September 30, 2005 we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships. - 28 - Related Party Transactions China Star is a company which is 10% owned by a major stockholder of the Company. The balance due to China Star at September 30, 2005 and December, 31, 2004 was $247,242 and $112,105, respectively, which primarily consisted of a loan from China Star and operating expenses that China Star paid on behalf of the Company. On June 29, 2005 and September 30, 2005, the Company entered into two advance agreements with China Star for the advances of $94,845 and $91,071, made to the Company during the second and third quarters of 2005, respectively. The advances are unsecured, bear interest at 12% per annum and will be due in six months from the date of draw down. The Company has also granted warrants for 929,580 shares of its common stock to China Star. The balance of $186,201 shown on the balance sheet due to the Company's Chief Executive Officer, Mr. Li, primarily consisted of a loan and the operating expenses that Mr. Li paid on behalf of the Company. On May 23, 2005, the Company entered an advance agreement with Mr. Li for various advances amounting to $156,685. The advances are unsecured, bear interest at 12% per annum and will be due on November 22, 2005. In consideration, the Company granted warrants for 783,423 shares of common stock to Mr. Li. Mr. Li also executed a guarantee of repayment of the 10% Loan and the 12% Loans (described at Note 8 to the Financial Statements and under "Liquidity and Capital Resources"). On November 8, 2005, the 10% Loan had been retired and the 12% Loans had a balance of $320,000. Recent Accounting Pronouncements In September 2004, Emerging Issues Task Force ("EITF") reached a consensus on EITF Issue No. 04-08 ("EITF 04-08"), "The Effect of Contingently Convertible Debt on Diluted Earnings per Share." Under current interpretations of FASB No. 128, "Earnings per Share," issuers of contingently convertible debt instruments ("Co-Cos") generally exclude the potential common stocks underlying the Co-Cos from the calculation of diluted earnings per share until the underlying common stock achieves a specified price target, or other contingency is met. EITF 04-08 requires that Co-Cos should be included in diluted earnings per share computations, if dilutive, regardless of whether the market price trigger has been met. We do not anticipate that the adoption of EITF 04-08 will have a significant effect on our earnings or financial position. In November 2004, the FASB issued SFAS No. 151, "Inventory Costs," an amendment of ARB No. 43, Chapter 4, which would be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The amendments made by SFAS No. 151 will improve financial reporting by clarifying that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and by requiring the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. We do not anticipate that the adoption of SFAS No. 151 will have a significant effect on our earnings or financial position. In November 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets - An Amendment to APB Opinion 29." The provisions of this statement are effective for non monetary asset exchanges occurring in fiscal periods beginning after June 1, 2005. This statement eliminates the exception to fair value for exchanges of similar productive assets and replaces it with a general exception for exchange transactions that do not have commercial substance - that is, transactions that are not expected to result in significant changes in the cash flows of the reporting entity. The Company does not believe that the adoption of SFAS No. 153 will have a significant effect on our earnings or financial position. - 29 - On December 16, 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123 (revised 2004), "Share-Based Payment" (referred to as "SFAS No. 123R"), which replaces SFAS No. 123 and supersedes APB No. 25. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values, beginning with the first interim or annual period after December 15, 2005. The pro forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. The Company is required to adopt SFAS No. 123R in its three months ending March 31, 2006. Under SFAS No. 123R, The Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The transition methods include prospective and retroactive adoption options. Under the retroactive options, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company is evaluating the requirements of SFAS No. 123R, and it expects that the adoption of SFAS No. 123R will have no material impact on the Company's financial statements. ITEM 3. CONTROLS AND PROCEDURES Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in the Company's internal control over financial reporting during the quarter ended September 30, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We plan to evaluate the level of our internal controls, identify certain possible matters involving internal control deficiencies and adopt remedial measures according to the COSO framework in 2005 with the assistance of a professional internal control consultant. We believe we can meet the requirements as defined in Section 404 of Sarbanes-Oxley Act of 2002 by the end of 2006. - 30 - PART II OTHER INFORMATION ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The warrants issued in conjunction with the advance agreement with China Star Investment Management Co. Ltd. (described in Note 7 to the Financial Statements) was an unregistered sale of equity securities under the Securities Act. All of these securities were issued in reliance on an exemption from registration under Section 4(2) under the Securities Act. ITEM 6. EXHIBITS These exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-B. Exhibit No. in Incorporated Exhibit No. Description Incorporated by Reference in Document Document Certificate of Incorporation, effective as of July 21, 3.1 2004. Form 8-K filed on July 23, 2004 3.1 3.2 Bylaws, effective as of July 22, 2004. Form 8-K filed on July 23, 2004 3.2 Advance Agreement, dated September 30, 2005, between Kiwa Bio-Tech Products (Shandong) Co. Ltd. and China Star 10.1 Investment Management Co. Ltd. Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 31.1 1934 Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 31.2 1934 Certifications of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted 32.1 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - 31 - SIGNATURES KIWA BIO-TECH PRODUCTS GROUP CORPORATION (Registrant) In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. /S/ LI WEI November 18, 2005 Chairman of Board of Directors ------------------ and Chief Executive Officer Wei Li /S/ LIAN JUN LUO November 18, 2005 Chief Financial Officer and ------------------ Director Lian jun Luo - 32 -