x
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Delaware
|
98-0381367
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
Room
2001, FanMei Building
No.
1 Naguan Zhengjie
Xi’an,
Shaanxi 710068
People’s
Republic of China
(Address
of principal executive offices, including Zip Code)
|
|
|
Page
No.
|
||
PART
I
|
4
|
|||
|
ITEM
1. Business
|
4
|
||
ITEM
1A. Risk Factors
|
14
|
|||
ITEM
1B. Unresolved Staff Comments
|
20
|
|||
|
ITEM
2. Properties
|
20
|
||
|
ITEM
3. Legal Proceedings
|
21
|
||
|
ITEM
4. Submission of Matters to a Vote of Security Holders
|
22
|
||
PART
II
|
22
|
|||
|
ITEM
5. Market For Registrant's Common Equity, Related Stockholder Matters
And
Issuer Purchases Of Equity Securities
|
22
|
||
ITEM
6. Selected Financial Data
|
25
|
|||
|
ITEM
7. Management's Discussion and Analysis of Financial Condition and
Results
of Operations
|
26
|
||
ITEM
7A. Quantitative and Qualitative Disclosures About Market
Risk
|
32
|
|||
|
ITEM
8. Financial Statements and Supplementary Data
|
32
|
||
|
ITEM
9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
|
66
|
||
|
ITEM
9A. Controls and Procedures
|
66
|
||
|
ITEM
9B. Other Information
|
68
|
||
PART
III
|
68
|
|||
|
ITEM
10. Directors and Executive Officers of the Registrant
|
68
|
||
|
ITEM
11. Executive Compensation
|
72
|
||
|
ITEM
12. Security Ownership of Certain Beneficial Owners and Management
and
Related Stockholder Matters
|
74
|
||
|
ITEM
13. Certain Relationships and Related Transactions
|
75
|
||
|
ITEM
14. Principal Accountant Fees and Services
|
75
|
||
Part
IV
|
77
|
|||
|
ITEM
15. Exhibits and Financial Statement Schedules
|
77
|
||
Signatures
|
78
|
· |
Organic
compound fertilizers;
|
|
· |
Liquid
fertilizers;
|
|
· |
Pesticides
and insecticides
|
· |
preserving
nitrogen and improving soil fertility;
|
|
· |
allowing
phosphorus and potash fertilizer to gradually
dissolve;
|
|
· |
promoting
disease resistance; and
|
|
· |
activating
and maintaining
soil moisture content.
|
· |
Weather
patterns and field conditions (particularly during periods of high
fertilizer consumption);
|
· |
Quantities
of fertilizers imported to primary markets;
|
· |
Current
and projected grain inventories and prices, which are heavily influenced
by U.S. exports, worldwide grain markers, and domestic demands (food,
feed, biofuel);
|
· |
Government
regulation, intervention and unexpected changes in government policies;
and
|
· |
The
reputation of our products and company in the marketplace.
|
· |
“Project
Amino Acid” is a program that was developed to build a new compound
fertilizer product, based on a proactive amino acid enzyme.
This project
has been completed and resulted in two new products: “New Jia An Gai” and
“An Fu Lv Ye Wang.”
|
|
|
||
· |
“Project
Build” utilizes a new manufacturing technique, which could enhance
the
quality of our products and increase production efficiency.
This project
is related to the continued development of our Mancozeb product,
which
serves as a raw material for pesticides and as a pesticide
end product.
Pursuant to standard governmental regulations, the Chinese
government is
reviewing the Mancozeb product. Once this review is complete
and approval
is obtained, we may begin Mancozeb production.
|
Name
|
Age
|
Position
|
||
Bo
Chen
|
50
|
President,
Chief Executive Officer and Chairman of the Board
|
||
Chunsheng
Wang
|
44
|
Chief
Operating Officer
|
||
Yiliang
Lai
|
42
|
Chief
Financial Officer
|
· |
actual
or anticipated fluctuations in our operating results;
|
· |
changes
in financial estimates by securities analysts;
|
· |
market
conditions, including new product announcements by us or our competitors,
changes in the economic performance or market valuations of competitor
companies, as well as acquisition announcements;
|
· |
additions
or departures of key personnel; and
|
· |
legal
and regulatory developments.
|
For
|
Withheld
|
||||||
Election
of Directors
|
|||||||
Qiong
Wang
|
10,944,006
|
258,451
|
|||||
Bo
Chen
|
10,948,066
|
254,391
|
|||||
Patrick
McManus
|
10,645,244
|
557,213
|
|||||
David
Gatton
|
10,645,054
|
557,403
|
|||||
Linzhang
Zhu
|
10,930,256
|
272,201
|
For
|
Against
|
Abstain
|
||||||||
Ratification
of the appointment of the Company’s independent public
accountants
|
10,272,743
|
891,735
|
37,978
|
2006
|
|||||||
High
|
Low
|
||||||
1st
Quarter
|
$
|
21.97
|
$
|
13.14
|
|||
2nd
Quarter
|
18.05
|
8.11
|
|||||
3rd
Quarter
|
14.65
|
8.59
|
|||||
4th
Quarter
|
10.84
|
3.93
|
2005
|
|||||||
High
|
Low
|
||||||
1st
Quarter
|
$
|
6.30
|
$
|
5.05
|
|||
2nd
Quarter
|
6.25
|
5.04
|
|||||
3rd
Quarter
|
7.87
|
5.10
|
|||||
4th
Quarter
|
15.94
|
6.12
|
·
|
making
up cumulative prior years’ losses, if any;
|
·
|
allocations
to the “statutory surplus reserve” of at least 10% of income after tax, as
determined under the People’s Republic of China’s accounting rules and
regulations, until the fund amounts to 50% of a company’s registered
capital;
|
·
|
allocations
of 5-10% of income after tax, as determined under the People’s Republic of
China’s accounting rules and regulations, to a company’s “statutory common
welfare fund”, which is established for the purpose of providing employee
facilities and other collective benefits to a company’s employees;
and
|
·
|
allocations
to the discretionary surplus reserve, if approved in the stockholders’
general meeting.
|
Equity
Compensation Plan Information
|
||||||||||
Plan
category
|
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
(a)
|
Weighted-average
exercise price of outstanding options, warrants and
rights
(b)
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a)
(c)
|
|||||||
Equity
compensation plans approved by security holders…………………….
|
N/A
|
N/A
|
N/A
|
|||||||
Equity
compensation plans not approved by security
holders…………………….
|
136,000
|
$
|
5.39
|
864,000
|
||||||
Total…………………
|
136,000
|
864,000
|
For
the year ended December 31,
|
||||||||||||||||
2006
|
2005
|
2004
|
2003
|
2002
|
||||||||||||
Balance
Sheet:
|
||||||||||||||||
Total
current assets
|
$
|
46,240,470
|
$
|
20,600,285
|
$
|
9,601,349
|
$
|
7,446,862
|
$
|
4,765,250
|
||||||
Total
assets
|
$
|
69,196,618
|
$
|
36,291,092
|
$
|
14,799,727
|
$
|
11,199,680
|
$
|
7,157,188
|
||||||
Total
current liabilities
|
$
|
1,370,300
|
$
|
4,873,989
|
$
|
1,356,946
|
$
|
2,832,106
|
$
|
1,974,375
|
||||||
Cash
Flow Statement:
|
||||||||||||||||
Net
cash provided by / (used in) operating activities
|
$
|
(5,920,097
|
)
|
$
|
1,823,015
|
$
|
1,968,219
|
$
|
2,236,028
|
$
|
937,023
|
|||||
Net
cash used in investing activities
|
$
|
(5,629,351
|
)
|
$
|
(5,768,028
|
)
|
$
|
(2,778,136
|
)
|
$
|
(1,608,837
|
)
|
$
|
(817,872
|
)
|
|
Net
cash provided by / (used in) financing activities
|
$
|
16,769,964
|
$
|
7,978,672
|
$
|
(111,900
|
)
|
$
|
2,114,400
|
$
|
(205,338
|
)
|
||||
Cash
& cash equivalents, end of year
|
$
|
11,824,327
|
$
|
6,276,897
|
$
|
2,121,811
|
$
|
2,974,773
|
$
|
233,182
|
||||||
Income
Statement:
|
||||||||||||||||
Net
Revenue
|
$
|
43,626,984
|
$
|
30,975,350
|
$
|
16,255,896
|
$
|
9,783,784
|
$
|
4,881,350
|
||||||
Gross
Profit
|
$
|
17,083,821
|
$
|
11,504,229
|
$
|
6,571,931
|
$
|
3,077,702
|
$
|
1,299,174
|
||||||
Income
from Operations
|
$
|
13,558,371
|
$
|
9,072,476
|
$
|
5,048,581
|
$
|
1,873,495
|
$
|
680,030
|
||||||
Net
income
|
$
|
13,370,827
|
$
|
7,421,112
|
$
|
5,027,403
|
$
|
1,970,361
|
$
|
667,583
|
||||||
Earnings
(Losses) per share (Basic and Diluted)1
|
$
|
0.76
|
$
|
0.48
|
$
|
0.33
|
$
|
0.13
|
$
|
0.04
|
Contents
|
|
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
33
|
Financial
Statements:
|
|
Consolidated
Balance Sheets as of December 31, 2006 and 2005
|
34
|
Consolidated
Statements of Income and Other Comprehensive Income
|
|
for
the years ended December 31, 2006, 2005 and 2004
|
35
|
Consolidated
Statement of Stockholders' Equity for the years ended
|
|
December
31, 2006, 2005 and 2004
|
36
|
Consolidated
Statements of Cash Flows for the years ended
|
|
December
31, 2006, 2005 and 2004
|
37
|
Notes
to Consolidated Financial Statements
|
38
|
Financial
Statement Schedule:
|
|
Schedule
I - Condensed financial information or Registrant - Parent only
schedule
|
|
Under
Rule 5-04/4-08(e)(3) for the years ended December 31, 2006, 2005
AND
2004
|
63
|
BODISEN
BIOTECH, INC. AND SUBSIDIARIES
|
|||||||
CONSOLIDATED
BALANCE SHEETS
|
|||||||
AS
OF DECEMBER 31, 2006 AND 2005
|
|||||||
December
31,
|
December
31,
|
||||||
2006
|
2005
|
||||||
ASSETS
|
|||||||
CURRENT
ASSETS:
|
|||||||
Cash
& cash equivalents
|
$
|
11,824,327
|
$
|
6,276,897
|
|||
Accounts
receivable, net of allowance for
|
18,875,368
|
7,478,152
|
|||||
doubtful
accounts of $659,653 and $263,376
|
|||||||
Other
receivable
|
888,230
|
1,037,683
|
|||||
Inventory
|
1,794,585
|
1,180,007
|
|||||
Advances
to suppliers
|
12,662,139
|
4,563,471
|
|||||
Prepaid
expense and other current assets
|
195,821
|
64,075
|
|||||
Total
current assets
|
46,240,470
|
20,600,285
|
|||||
PROPERTY
AND EQUIPMENT, net
|
5,195,283
|
4,887,841
|
|||||
CONSTRUCTION
IN PROGRESS
|
3,669,807
|
1,872,945
|
|||||
MARKETABLE
SECURITY
|
6,500,869
|
6,810,434
|
|||||
INTANGIBLE
ASSETS, net
|
2,054,346
|
2,119,587
|
|||||
OTHER
ASSETS
|
3,553,433
|
-
|
|||||
LOAN
RECEIVABLE
|
1,982,410
|
-
|
|||||
TOTAL
ASSETS
|
$
|
69,196,618
|
$
|
36,291,092
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Note
payable, net of discount of $603,886
|
$
|
-
|
$
|
4,396,114
|
|||
Accounts
payable
|
1,022,352
|
49,893
|
|||||
Accrued
expenses
|
347,948
|
427,982
|
|||||
Total
current liabilities
|
1,370,300
|
4,873,989
|
|||||
STOCKHOLDERS'
EQUITY:
|
|||||||
Preferred
stock, $0.0001 per share; authorized 5,000,000 shares;
|
|||||||
nil
issued and outstanding
|
|||||||
Common
stock, $0.0001 per share; authorized 30,000,000 shares;
|
|||||||
issued
and outstanding 18,310,250 and 16,120,902
|
1,831
|
1,613
|
|||||
Additional
paid-in capital
|
33,860,062
|
12,082,793
|
|||||
Other
comprehensive income
|
5,431,910
|
4,531,009
|
|||||
Statutory
reserve
|
4,314,488
|
2,366,931
|
|||||
Retained
earnings
|
24,218,027
|
12,434,757
|
|||||
Total
stockholders' equity
|
67,826,318
|
31,417,103
|
|||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
69,196,618
|
$
|
36,291,092
|
|||
The
accompanying notes are an integral part of these consolidated
financial
statements
|
|||||||
BODISEN
BIOTECH, INC. AND SUBSIDIARIES
|
||||||||||
CONSOLIDATED
STATEMENTS OF INCOME AND OTHER COMPREHENSIVE
INCOME
|
||||||||||
FOR
THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
|
||||||||||
Years
Ended December 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Net
Revenue
|
$
|
43,626,984
|
$
|
30,975,350
|
$
|
16,225,896
|
||||
Cost
of Revenue
|
26,543,163
|
19,471,121
|
9,653,965
|
|||||||
Gross
profit
|
17,083,821
|
11,504,229
|
6,571,931
|
|||||||
Operating
expenses
|
||||||||||
Selling
expenses
|
1,972,076
|
935,444
|
615,549
|
|||||||
General
and administrative expenses
|
1,553,374
|
1,496,309
|
907,801
|
|||||||
Total
operating expenses
|
3,525,450
|
2,431,753
|
1,523,350
|
|||||||
Income
from operations
|
13,558,371
|
9,072,476
|
5,048,581
|
|||||||
Non-operating
income (expense):
|
||||||||||
Other
income (expense)
|
612,584
|
(121,410
|
)
|
7,623
|
||||||
Interest
income
|
240,527
|
137,870
|
45,338
|
|||||||
Interest
expense
|
(680,655
|
)
|
(1,667,824
|
)
|
(74,139
|
)
|
||||
Total
non-operating income (expense)
|
172,456
|
(1,651,364
|
)
|
(21,178
|
)
|
|||||
Net
income
|
13,730,827
|
7,421,112
|
5,027,403
|
|||||||
Other
comprehensive income
|
||||||||||
Foreign
currency translation gain
|
1,210,466
|
519,066
|
68,855
|
|||||||
Unrealized
gain (loss) on marketable equity security
|
(309,565
|
)
|
3,943,088
|
-
|
||||||
Comprehensive
Income
|
$
|
14,631,728
|
$
|
11,883,266
|
$
|
5,096,258
|
||||
Weighted
average shares outstanding :
|
||||||||||
Basic
|
17,966,090
|
15,427,494
|
15,268,000
|
|||||||
Diluted
|
18,072,433
|
15,589,336
|
15,328,356
|
|||||||
Earnings
per share:
|
||||||||||
Basic
|
$
|
0.76
|
$
|
0.48
|
$
|
0.33
|
||||
Diluted
|
$
|
0.76
|
$
|
0.48
|
$
|
0.33
|
||||
The
accompanying notes are an integral part of these consolidated financial
statements
|
||||||||||
BODISEN
BIOTECH, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||
CONSOLIDATED
STATEMENT OF STOCKHOLDERS' EQUITY
|
||||||||||||||||||||||
FOR
THE YEARS ENDED DECEMBER 31, 2006, 2005 AND
2004
|
||||||||||||||||||||||
Other
|
Total
|
|||||||||||||||||||||
Common
Stock
|
Additional
Paid
|
Comprehensive
|
Statutory
|
Retained
|
Stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
in
Capital
|
Income
|
Reserve
|
Earnings
|
Equity
|
||||||||||||||||
Balance
January 1, 2004
|
15,268,000
|
$
|
1,527
|
$
|
5,991,823
|
$
|
0
|
$
|
263,794
|
$
|
2,089,379
|
$
|
8,346,523
|
|||||||||
Cumulative
translation adjustment
|
68,855
|
68,855
|
||||||||||||||||||||
|
||||||||||||||||||||||
Net
income for the year ended December 31, 2004
|
5,027,403
|
5,027,403
|
||||||||||||||||||||
|
||||||||||||||||||||||
Transfer
to statutory reserve
|
754,111
|
(754,111
|
)
|
0
|
||||||||||||||||||
|
||||||||||||||||||||||
Balance,
December 31, 2004
|
15,268,000
|
1,527
|
5,991,823
|
68,855
|
1,017,905
|
6,362,671
|
13,442,781
|
|||||||||||||||
|
||||||||||||||||||||||
Conversion
of convertible debenture and interest to
|
657,402
|
66
|
3,155,498
|
3,155,564
|
||||||||||||||||||
common
Stocks
|
||||||||||||||||||||||
|
||||||||||||||||||||||
Exercise
of warrants for cash
|
195,500
|
20
|
955,020
|
955,040
|
||||||||||||||||||
|
||||||||||||||||||||||
Value
of beneficial conversion feature in connection
|
||||||||||||||||||||||
with
$3 million convertible note
|
803,381
|
803,381
|
||||||||||||||||||||
|
||||||||||||||||||||||
Value
of warrants issued in connection with $3 million
|
365,881
|
365,881
|
||||||||||||||||||||
convertible
note
|
||||||||||||||||||||||
|
||||||||||||||||||||||
Value
of warrants issued in connection with $5 million
|
811,190
|
811,190
|
||||||||||||||||||||
note
payable
|
||||||||||||||||||||||
|
||||||||||||||||||||||
Change
in foreign currency translation gain
|
519,066
|
519,066
|
||||||||||||||||||||
|
||||||||||||||||||||||
Change
in unrealized gain on marketable equity security
|
3,943,088
|
3,943,088
|
||||||||||||||||||||
|
||||||||||||||||||||||
Net
income for the yead ended December 31, 2005
|
7,421,112
|
7,421,112
|
||||||||||||||||||||
|
||||||||||||||||||||||
Transfer
to statutory reserve
|
1,349,026
|
(1,349,026
|
)
|
0
|
||||||||||||||||||
|
||||||||||||||||||||||
Balance,
December 31, 2005
|
16,120,902
|
1,613
|
12,082,793
|
4,531,009
|
2,366,931
|
12,434,757
|
31,417,103
|
|||||||||||||||
|
||||||||||||||||||||||
Sale
of common stock for cash, net of offering
|
||||||||||||||||||||||
costs
of $6,132,708
|
2,024,015
|
202
|
20,549,602
|
20,549,804
|
||||||||||||||||||
|
||||||||||||||||||||||
Exercise
of warrants for cash
|
16,533
|
16
|
1,220,144
|
1,220,160
|
||||||||||||||||||
|
||||||||||||||||||||||
Value
of vested options issued directors
|
7,523
|
7,523
|
||||||||||||||||||||
|
||||||||||||||||||||||
Change
in foreign currency translation gain
|
1,210,466
|
1,210,466
|
||||||||||||||||||||
|
||||||||||||||||||||||
Change
in unrealized gain on marketable equity security
|
(309,565
|
)
|
(309,565
|
)
|
||||||||||||||||||
|
||||||||||||||||||||||
Net
income for the year ended December 31, 2006
|
13,730,827
|
13,730,827
|
||||||||||||||||||||
|
||||||||||||||||||||||
Transfer
to statutory reserve
|
1,947,557
|
(1,947,557
|
)
|
0
|
||||||||||||||||||
|
||||||||||||||||||||||
Balance,
December 31, 2006
|
18,161,450
|
$
|
1,831
|
$
|
33,860,062
|
$
|
5,431,910
|
$
|
4,314,488
|
$
|
24,218,027
|
$
|
67,826,318
|
|||||||||
|
||||||||||||||||||||||
The
accompanying notes are an integral part of these consolidated
financial
statements
|
||||||||||||||||||||||
|
BODISEN
BIOTECH, INC. AND SUBSIDIARIES
|
||||||||||
CONSOLIDATED
STATEMENT OF CASH FLOWS
|
||||||||||
FOR
THE YEARS ENDED DECEMBER 31, 2006, 2005 AND
2004
|
||||||||||
Years
Ended December 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||
Net
income
|
$
|
13,730,827
|
$
|
7,421,112
|
$
|
5,027,403
|
||||
Adjustments
to reconcile net income to net cash
|
||||||||||
provided
by (used in) operating activities:
|
||||||||||
Depreciation
and amortization
|
455,318
|
324,638
|
302,803
|
|||||||
Common
stock issued for interest expense
|
-
|
155,564
|
-
|
|||||||
Amortization
of debt discounts
|
603,886
|
1,376,566
|
-
|
|||||||
Exchange
gain
|
(451,867
|
)
|
-
|
-
|
||||||
Value
of vested option issued to directors
|
7,523
|
-
|
-
|
|||||||
(Increase)
/ decrease in assets:
|
||||||||||
Accounts
receivable
|
(10,906,475
|
)
|
(2,333,365
|
)
|
(3,166,143
|
)
|
||||
Other
receivable & Loan Receivable
|
(1,759,543
|
)
|
(987,322
|
)
|
-
|
|||||
Inventory
|
(562,179
|
)
|
(388,251
|
)
|
51,612
|
|||||
Advances
to suppliers
|
(7,775,011
|
)
|
(3,732,975
|
)
|
1,178,306
|
|||||
Prepaid
expense
|
(133,967
|
)
|
(45,290
|
)
|
-
|
|||||
Other
assets
|
3,482
|
(3,388
|
)
|
(48,736
|
)
|
|||||
Increase
/ (decrease) in current liabilities:
|
||||||||||
Accounts
payable
|
959,335
|
(63,927
|
)
|
(1,521,819
|
)
|
|||||
Unearned
revenue
|
-
|
-
|
(15,888
|
)
|
||||||
Other
payables
|
(15,168
|
)
|
(11,716
|
)
|
(35,350
|
)
|
||||
Accrued
expenses
|
(76,258
|
)
|
111,369
|
196,031
|
||||||
Net
cash provided by (used in) operating activities
|
(5,920,097
|
)
|
1,823,015
|
1,968,219
|
||||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||||
Issuance
of loan receivable
|
-
|
-
|
(968,000
|
)
|
||||||
Payment
on loan receivable
|
-
|
976,368
|
-
|
|||||||
Acquisition
of property and equipment
|
(451,358
|
)
|
(3,642,530
|
)
|
(435,814
|
)
|
||||
Additions
to construction in progress
|
(1,696,321
|
)
|
(234,520
|
)
|
(1,374,322
|
)
|
||||
Purchase
of marketable security
|
-
|
(2,867,346
|
)
|
-
|
||||||
Acquistion
of other assets
|
(3,481,672
|
)
|
-
|
-
|
||||||
Net
cash used in investing activities
|
(5,629,351
|
)
|
(5,768,028
|
)
|
(2,778,136
|
)
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||
Payments
on note payable
|
(5,000,000
|
)
|
(976,368
|
)
|
(111,900
|
)
|
||||
Loans
made to officers
|
-
|
(2,383,217
|
)
|
-
|
||||||
Repayments
of loans to officers
|
-
|
2,383,217
|
-
|
|||||||
Proceeds
from issuance of convertible note
|
-
|
3,000,000
|
-
|
|||||||
Proceeds
from issuance of note payable
|
-
|
5,000,000
|
-
|
|||||||
Proceeds
from issuance of common stock
|
26,682,511
|
-
|
-
|
|||||||
Payment
of offering costs
|
(6,132,707
|
)
|
-
|
-
|
||||||
Proceeds
from the exercise of warrants
|
1,220,160
|
955,040
|
-
|
|||||||
Net
cash provided by / (used in) financing activities
|
16,769,964
|
7,978,672
|
(111,900
|
)
|
||||||
Effect
of exchange rate changes on cash and cash equivalents
|
326,914
|
121,427
|
68,855
|
|||||||
NET
INCREASE /(DECREASE) IN CASH & CASH
EQUIVALENTS
|
5,547,430
|
4,155,086
|
(852,962
|
)
|
||||||
CASH
& CASH EQUIVALENTS, BEGINNING OF YEAR
|
6,276,897
|
2,121,811
|
2,974,773
|
|||||||
CASH
& CASH EQUIVALENTS, END OF YEAR
|
$
|
11,824,327
|
$
|
6,276,897
|
$
|
2,121,811
|
||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||
Interest
paid
|
$
|
112,500
|
$
|
68,144
|
$
|
60,231
|
||||
Income
taxes paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
The
accompanying notes are an integral part of these consolidated
financial
statements
|
||||||||||
Operating
equipment
|
10
years
|
Vehicles
|
8
years
|
Office
equipment
|
5
years
|
Buildings
|
30
years
|
2006
|
2005
|
||||||
Operating
equipment
|
$
|
946,252
|
$
|
923,688
|
|||
Vehicles
|
597,239
|
362,780
|
|||||
Office
equipment
|
74,944
|
63,403
|
|||||
Buildings
|
4,426,559
|
4,142,129
|
|||||
6,044,994
|
5,492,000
|
||||||
Less
accumulated depreciation
|
(849,711
|
)
|
(604,159
|
)
|
|||
$
|
5,195,283
|
$
|
4,887,841
|
For
the Years End December 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Compound
fertilizer
|
$
|
27,380,650
|
$
|
20,639,633
|
$
|
10,013,292
|
||||
Liquid
fertilizer
|
7,465,830
|
5,877,151
|
4,987,276
|
|||||||
Pesticide
|
8,780,504
|
4,458,566
|
1,225,328
|
|||||||
$
|
43,626,984
|
$
|
30,975,350
|
$
|
16,225,896
|
2006
|
2005
|
|||||||||
Raw
Material
|
$
|
1,257,883
|
$
|
650,745
|
||||||
Packaging
|
161,923
|
146,279
|
||||||||
Finished
Goods
|
550,280
|
549,533
|
||||||||
Consumables
|
395
|
3,544
|
||||||||
1,970,481
|
1,350,101
|
|||||||||
Less
: Obsolescence Reserve
|
(175,896
|
)
|
(170,093
|
)
|
||||||
Net
Inventory
|
$
|
1,794,585
|
$
|
1,180,007
|
||||||
· |
in
November, 2021 - prepayment for next 8 years commencing on November
2021
and
|
· |
in
November, 2029 - prepayment of remaining 7 years commencing on
November
2029
|
2006
|
||||
Prepaid
Lease (for 15 years)
|
$
|
2,569,818
|
||
Current
portion
|
173,246
|
|||
Long-term
portion
|
$
|
2,396,572
|
2006
|
2005
|
||||||
Rights
to use land
|
$
|
1,741,386
|
$
|
1,693,833
|
|||
Fertilizers
proprietary technology rights
|
1,025,120
|
991,304
|
|||||
|
2,793,506
|
2,685,137
|
|||||
Less
Accumulated amortization
|
(739,160
|
)
|
(565,550
|
)
|
|||
$
|
2,054,346
|
$
|
2,119,587
|
Outstanding,
December 31, 2003
|
-
|
||||
Granted
|
110,000
|
||||
Forfeited
|
-
|
||||
Exercised
|
-
|
||||
Outstanding,
December 31, 2004
|
110,000
|
||||
Granted
|
26,000
|
||||
Forfeited
|
-
|
||||
Exercised
|
-
|
||||
Outstanding,
December 31, 2005
|
136,000
|
||||
Granted
|
-
|
||||
Forfeited
|
-
|
||||
Exercised
|
-
|
||||
Outstanding,
December 31, 2006
|
136,000
|
Outstanding
Options
|
Exercisable
Options
|
|||||||||||||||
|
|
|||||||||||||||
Exercise
Price
|
Number
|
Average
Remaining
Contractual
Life
|
Average
Exercise
Price
|
Number
|
Average
Exercise
Price
|
|||||||||||
|
|
|
|
|
|
|||||||||||
$5.00
|
100,000
|
2.42
|
$
|
5.00
|
93,750
|
$
|
5.00
|
|||||||||
$5.80
|
10,000
|
2.99
|
$
|
5.80
|
10,000
|
$
|
5.80
|
|||||||||
$6.72
|
26,000
|
3.76
|
$
|
6.72
|
24,000
|
$
|
6.72
|
Risk-free
interest rate
|
4.0
|
%
|
||
Expected
life of the options
|
5.00
years
|
|||
Expected
volatility
|
62
|
%
|
||
Expected
dividend yield
|
0
|
Risk-free
interest rate
|
4.0
|
%
|
||
Expected
life of the options
|
5.00
years
|
|||
Expected
volatility
|
35
|
%
|
||
Expected
dividend yield
|
0
|
Risk-free
interest rate
|
4.0
|
%
|
||
Expected
life of the options
|
5.00
years
|
|||
Expected
volatility
|
40
|
%
|
||
Expected
dividend yield
|
0
|
2005
|
2004
|
||||||
Net
income:
|
|||||||
As
reported
|
$
|
7,421,112
|
$
|
5,027,403
|
|||
Stock-Based
employee compensation expense included in reported net income,
net of
tax
|
—
|
—
|
|||||
Total
stock-based employee compensation expense determined under
fair-value-based method for all rewards, net of tax
|
(106,000
|
)
|
(153,000
|
)
|
|||
Pro
forma
|
$
|
7,315,112
|
$
|
4,874,403
|
|||
Basic
earnings per share:
|
|||||||
As
reported
|
$
|
0.48
|
$
|
0.33
|
|||
Pro
forma
|
$
|
0.47
|
$
|
0.32
|
|||
Diluted
earnings per share:
|
|||||||
As
reported
|
$
|
0.48
|
$
|
0.33
|
|||
Pro
forma
|
$
|
0.47
|
$
|
0.32
|
Outstanding,
December 31, 2004
|
-
|
|||
Granted
|
360,833
|
|||
Forfeited
|
-
|
|||
Exercised
|
(195,500
|
)
|
||
Outstanding,
December 31, 2005
|
165,333
|
|||
Granted
|
-
|
|||
Forfeited
|
-
|
|||
Exercised
|
(165,333
|
)
|
||
Outstanding,
December 31, 2006
|
-
|
i. |
Making
up cumulative prior years’ losses, if any;
|
ii. |
Allocations
to the “Statutory surplus reserve” of at least 10% of income after tax, as
determined under PRC accounting rules and regulations, until the
fund
amounts to 50% of the Company’s registered capital;
|
iii. |
Allocations
of 5-10% of income after tax, as determined under PRC accounting
rules and
regulations, to the Company’s “Statutory common welfare fund”, which is
established for the purpose of providing employee facilities and
other
collective benefits to the Company’s employees; and
|
iv. |
Allocations
to the discretionary surplus reserve, if approved in the stockholders’
general meeting.
|
Year
Ended December 31,
|
||||||||||||||||||||||||||||
2006
|
2005
|
2004
|
||||||||||||||||||||||||||
Per
|
Per
|
Per
|
||||||||||||||||||||||||||
Income
|
Shares
|
Share
|
Income
|
Shares
|
Share
|
Income
|
Shares
|
Share
|
||||||||||||||||||||
Basic
earnings per share
|
||||||||||||||||||||||||||||
Net
income
|
$
|
13,730,827
|
$
|
7,421,112
|
$
|
5,027,403
|
||||||||||||||||||||||
Weighed
shares outstanding
|
17,966,090
|
15,427,494
|
15,268,000
|
|||||||||||||||||||||||||
$
|
0.76
|
$
|
0.48
|
$
|
0.33
|
|||||||||||||||||||||||
Diluted
earnings per share
|
||||||||||||||||||||||||||||
Net
income
|
$
|
13,730,827
|
$
|
7,421,112
|
$
|
5,027,403
|
||||||||||||||||||||||
Weighed
shares outstanding
|
17,966,090
|
15,427,494
|
15,268,000
|
|||||||||||||||||||||||||
Effect
of dilutive securities
|
||||||||||||||||||||||||||||
Options
|
66,074
|
83,663
|
60,356
|
|||||||||||||||||||||||||
Warrants
|
40,269
|
78,179
|
-
|
|||||||||||||||||||||||||
18,072,433
|
15,589,336
|
15,328,356
|
||||||||||||||||||||||||||
$
|
0.76
|
$
|
0.48
|
$
|
0.33
|
i. |
Capital
Stock of the BAC. Each issued and outstanding share of the BAC’s capital
stock continued to be issued and outstanding and was converted
into one
share of validly issued, fully paid, and non- assessable common
stock of
the Surviving Company (Bodisen Holdings, Inc.). Each stock certificate
of
the BAC evidencing ownership of any such shares continued to evidence
ownership of such shares of capital stock of the Surviving Company.
|
ii. |
Conversion
of BII Shares. Each BII Share that was issued and outstanding at
the
Effective Time was automatically cancelled and extinguished and
converted,
without any action on the part of the holder thereof, into the
right to
receive at the time and in the amounts described in the Agreement
an
amount of Acquisition Shares equal to the number of Acquisition
Shares
divided by the number of BII Shares outstanding immediately prior
to
Closing. All such BII Shares, so converted, were no longer outstanding
and
were automatically cancelled and retired and ceased to exist, and
each
holder of a certificate representing any such shares ceased to
have any
rights with respect thereto, except the right to receive the Acquisition
Shares paid in consideration therefore upon the surrender of such
certificate in accordance with the Agreement.
|
iii. |
Within
thirty (30) days from the Closing Date, Stratabid was required
to sell its
business operations, as they existed immediately prior to the Closing,
to
Derek Wasson, former president. . As part of the merger transaction
and in
consideration of the sale, Mr. Wasson returned 750,000 (3,000,000
post-split) Common Shares to Stratabid for cancellation. The return
of
750,000 (3,000,000 post-split) shares by Mr. Wasson was canceled
concurrently with the merger as part of the recapitalization of
the
Company. The return of these shares was recorded by Stratabid just
prior
to the merger; therefore, the cancellation of these shares is not
presented in the accompanying financial statements since the merger
has
been accounted for as a recapitalization of the Company. The accompanying
financial statements are those of the Company, not Stratabid. The
net
assets of Stratabid recorded as part of recapitalization were after
accounting for the returned shares by Mr. Wasson. In addition,
Mr. Wasson
forgave all indebtedness owed by Stratabid to Mr. Wasson. Other
than
indebtedness of BII, Stratabid had no indebtedness or other liability
of
any kind or nature after the sale of the business to Mr. Wasson,
save and
except for liabilities incurred in connection with the Merger.
|
A.
|
Bodisen
failed to comply with its Securities and Exchange reporting obligations
by
filing incomplete, misleading and/or inaccurate information in
its public
filings through the SEC’s Electronic Data Gathering Analysis and Retrieval
(‘EDGAR’) system. The Company’s actions in this regard raise significant
public interest concerns as well as constituting material violations
of
federal and/or state securities laws. Specifically:
|
1.
|
The
Company’s SEC filings contained incomplete, misleading and/or inaccurate
disclosures regarding the beneficial ownership of its securities
by
certain officers and directors on several occasions, prior to and
subsequent to its listing on the Amex. These officers and directors
knew
or should have known that certain filings including Forms 3, Forms
10KSB
and 10KSB/A for the periods ended December 31, 2004 and 2005 and
the Form
DEF 14-A filed on December 1, 2006 were incomplete, misleading
and/or
inaccurate yet failed to update and/or correct the relevant disclosures
contained therein in subsequent SEC filings.
|
2.
|
The
Company’s disclosures in applicable registration statements and periodic
financial filings with respect to the net proceeds from the February
3,
2006 Placing Agreement related to its listing on the AIM Market
of the
London Stock Exchange, and the offering costs and expenses related
to its
March 15, 2006 private placement were incomplete, inaccurate and/or
misleading.
|
3.
|
The
Company provided incomplete, inaccurate and/or misleading information
related to its relationship with, and payments to, a consultancy
firm and
its affiliates prior to and subsequent to its listing on the Amex
in
applicable registration statements and periodic financial filings.
|
B.
|
The
Company failed to provide public clarification to rumors and/or
reports
related to the filing of various Forms 144 between August 1, 2006
through
December 1, 2006. Specifically, notwithstanding articles in the
press
concerning the filing of numerous Forms 144, the Company failed
to make
appropriate public disclosure addressing the concerns related to
the
transfer or sales of common stock by insiders and apparent inconsistencies
with prior public disclosure of controlling stock ownership, as
required
by Sections 132(a), 401(a), 402(a) and 403 of the Company Guide.”
|
C.
|
Bodisen
failed to provide information and documents reasonably requested
by the
Staff related to the beneficial ownership of the Company’s securities held
by certain officers and directors as required by Section 132(e)
of the
Company Guide. Further, Bodisen has been unable to provide written
updates
to the Staff as required pursuant to the terms of the acceptance
of the
Company’s plan or written responses to the Staff’s information request
dated March 16, 2007, as required by Section 132(e) of the Company
Guide.”
|
D.
|
Bodisen
has internal control weaknesses related to its accounting and financial
reporting obligations which rise to the level of a public interest
concern. Based on information received by the Staff, the Company
failed to
consistently review and reconcile its shareholders ownership records
with
those of its transfer agent to ensure that its SEC filings and
public
disclosures were accurate. In this regard, the Company continuously
reported in its SEC filings since listing on the Amex that certain
officers either directly or indirectly held an aggregate of 40%
ownership
in the Company’s common stock, notwithstanding that its transfer agent
records were inconsistent with such reports and disclosures. Further,
by
failing to reconcile these records, the Company may have inaccurately
reported its capitalization. Accordingly pursuant to Sections 127
and
1003(f)(iii) of the Company Guide the Company is subject to suspension
from dealings on the Exchange.”
|
The
deficiencies described above evidence that the Company has engaged
in a
pattern and practice of non-compliance with Amex listing requirement
encompassing a broad range of qualitative and corporate governance
concerns as well as violations of applicable federal and/or state
securities laws, which collectively rise to the level of a public
interest
concern and subject Bodisen to delisting pursuant to Sections 127
and
1003(f) (iii) of the Company Guide. In this regard, notwithstanding
that
it is the responsibility of management and the board of directors
to
ensure that the Company operates in compliance with all applicable
laws,
rules and regulations, the Company has evidenced that it is unable
to (i)
effectively monitor its compliance with federal and/or state securities
laws, as well as Amex requirements, and (ii) appropriately oversee
the
actions and activities of its consultants, agents and advisors.”
|
E.
|
On
March 20, 2007, Bodisen filed a Form 8-K which indicated that it
would be
unable to timely file its Form 10-K for fiscal year ended December
31,
2006, and that the Company could not predict when it would file
the
report. To date, the filing has not been made, as required by Sections
134
and 1101 of the Amex Company Guide.”
|
BODISEN
BIOTECH, INC.
|
|||||||
BALANCE
SHEET - US HOLDING COMPANY ONLY
|
|||||||
AS
OF DECEMBER 31, 2006 AND 2005
|
|||||||
2006
|
2005
|
||||||
ASSETS
|
|||||||
INTERCOMPANY
RECEIVABLE, net
|
$
|
26,503,350
|
$
|
8,955,040
|
|||
TOTAL
ASSETS
|
$
|
26,503,350
|
$
|
8,955,040
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Note
payable, net of discount of $603,886
|
$
|
-
|
$
|
4,396,114
|
|||
Accounts
payable
|
10,427
|
10,427
|
|||||
Accrued
expenses
|
10,623
|
10,623
|
|||||
Total
current liabilities
|
21,050
|
4,417,164
|
|||||
STOCKHOLDERS'
EQUITY:
|
|||||||
Preferred
stock, $0.0001 per share; authorized 5,000,000 shares; none issued
|
|||||||
nil
issued and outstanding
|
|||||||
Common
stock, $0.0001 per share; authorized 30,000,000 shares;
|
|||||||
18,161,450
and 16,120,902 issued and outstanding
|
1,831
|
1,613
|
|||||
Additional
paid-in capital
|
28,645,058
|
6,089,443
|
|||||
Retained
earnings
|
(2,164,589
|
)
|
(1,553,180
|
)
|
|||
Total
stockholders' equity
|
26,482,300
|
4,537,876
|
|||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
26,503,350
|
$
|
8,955,040
|
BODISEN
BIOTECH, INC.
|
||||||||||
STATEMENTS
OF OPERATIONS - US HOLDING COMPANY ONLY
|
||||||||||
FOR
THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Net
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Cost
of Revenue
|
-
|
-
|
-
|
|||||||
Gross
profit
|
-
|
-
|
-
|
|||||||
Operating
expenses
|
||||||||||
Selling
expenses
|
-
|
-
|
-
|
|||||||
General
and administrative expenses
|
7,523
|
-
|
-
|
|||||||
Total
operating expenses
|
7,523
|
-
|
-
|
|||||||
Loss
from operations
|
(7,523
|
)
|
-
|
-
|
||||||
Non-operating
income (expense):
|
||||||||||
Other
income (expense)
|
-
|
-
|
-
|
|||||||
Interest
income
|
-
|
-
|
-
|
|||||||
Interest
expense
|
(603,886
|
)
|
(1,532,130
|
)
|
-
|
|||||
|
|
|
||||||||
Total
non-operating income (expense)
|
(603,886
|
)
|
(1,532,130
|
)
|
-
|
|||||
Net
loss
|
$
|
(611,409
|
)
|
$
|
(1,532,130
|
)
|
$
|
-
|
BODISEN
BIOTECH, INC.
|
||||||||||
STATEMENT
OF CASH FLOWS - US HOLDING COMPANY ONLY
|
||||||||||
FOR
THE YEARS ENDED DECEMBER 31, 2006 2005 AND 2004
|
||||||||||
2006
|
2005
|
2004
|
||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||
Net
loss
|
$
|
(611,409
|
)
|
$
|
(1,532,130
|
)
|
$
|
-
|
||
Adjustments
to reconcile net loss to net cash
|
||||||||||
provided
in operating activities:
|
||||||||||
Common
stock issued for interest expense
|
-
|
155,564
|
-
|
|||||||
Amortization
of debt discounts
|
603,886
|
1,376,566
|
-
|
|||||||
Value
of vested option issued to directors
|
7,523
|
|||||||||
Net
cash provided by operating activities
|
-
|
-
|
-
|
|||||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||||
Advances
to Chinese subsidiaries
|
(17,548,310
|
)
|
(8,955,040
|
)
|
-
|
|||||
Net
cash used in investing activities
|
(17,548,310
|
)
|
(8,955,040
|
)
|
-
|
|||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||
Proceeds
from issuance of convertible note
|
-
|
3,000,000
|
-
|
|||||||
Proceeds
from issuance of note payable
|
-
|
5,000,000
|
-
|
|||||||
Proceeds
from issuance of common stock
|
26,682,511
|
-
|
-
|
|||||||
Payment
of offering costs
|
(5,354,361
|
)
|
-
|
-
|
||||||
Proceeds
from the exercise of warrants
|
1,220,160
|
955,040
|
-
|
|||||||
Payment
on notes payable
|
(5,000,000
|
)
|
-
|
-
|
||||||
Net
cash provided by financing activities
|
17,548,310
|
8,955,040
|
-
|
|||||||
NET
INCREASE IN CASH & CASH EQUIVALENTS
|
-
|
-
|
-
|
|||||||
CASH
& CASH EQUIVALENTS, BEGINNING BALANCE
|
-
|
-
|
-
|
|||||||
CASH
& CASH EQUIVALENTS, ENDING BALANCE
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||
Interest
paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Income
taxes paid
|
$
|
-
|
$
|
-
|
$
|
-
|
· |
Our
delisting from the Amex.
As described in our current report on Form 8-K dated March 28, 2007
(the
“March 2007 Form 8-K”), including the Exhibit thereto, the American Stock
Exchange, or Amex, delivered notice to us confirming that it intended
to
strike our common stock from the Amex. As described in the March
2007 Form
8-K, the precise basis for the Amex delisting determination called
into
question certain disclosures (or the failure to make certain disclosures)
in the reports that we filed or submitted under the Exchange Act.
Although
we do not accept all of the determinations or any related factual or
legal conclusions of the staff of the Amex regarding our company,
our
Chief Executive Officer and Chief Financial Officer cannot make a
determination at this time that our disclosure controls and procedures
were effective as of the end of the period covered by this
report.
|
· |
Our
inability to timely file this annual report on Form 10-K.
Effective disclosure controls and procedures ensure that management
receives information as appropriate to allow timely decisions regarding
required disclosures. Because of the substantial time and resources
that
we have devoted to our investigation of the conclusions of the staff
of
the Amex regarding our company as set out in the March 2007 Form
8-K,
information required to be disclosed in this annual report on Form
10-K
was not accumulated and communicated to our management as appropriate
to
allow timely decisions regarding the disclosures required in this
annual
report. For this reason, we were not able to file this annual report
within the time period prescribed and our management is not able
to make a
determination at this time that our disclosure controls and procedures
were effective as of the end of the period covered by this
report.
|
· |
Our
inability to complete the Management’s Annual Report on Internal Control
over Financial Reporting.
For the reasons described below under “Internal Control over Financial
Reporting,” our management’s assessment of our internal controls over
financial reporting was substantially delayed and is not complete
as of
the date of this annual report. Because we were not able to complete
this
report within the time period prescribed and include such report
in this
annual report on Form 10-K, our management is not able to make a
determination at this time that our disclosure controls and procedures
were effective as of the end of the period covered by this
report.
|
/s/ Kabani & Co. | |||
Certified Public Accountants | |||
Los
Angeles, California
March
26, 2007
|
Name
|
Age
|
Position
|
||
Bo
Chen
|
50
|
Chairman,
Chief Executive Officer and President
|
||
Qiong
Wang
|
42
|
Director
|
||
Patrick
McManus
|
52
|
Director
|
||
David
Gatton
|
53
|
Director
|
||
Linzhang
Zhu
|
56
|
Director
|
||
Chunsheng
Wang
|
44
|
Chief
Operating Officer
|
||
Yiliang
Lai
|
42
|
Chief
Financial Officer
|
1.
|
Audit
Committee: Patrick McManus, CPA (Chairman), David Gatton and Linzhang
Zhu
|
|
2.
|
Nominating
Committee: Linzhang Zhu (Chairman), David Gatton and Patrick
McManus
|
|
3.
|
Compensation
Committee: David Gatton (Chairman), Patrick McManus and Linzhang
Zhu
|
Name
|
Number
of Late Reports
|
Number
of Transactions Not Reported on a Timely Basis
|
Failure
to File Required Forms
|
|||
David
Gatton (1)
|
1
|
3
|
0
|
|||
Patrick
McMannus (1)
|
1
|
3
|
0
|
|||
Bo
Chen (2)
|
1
|
3
|
1
|
|||
Qiong
Wang (3)
|
1
|
3
|
1
|
|||
Chunsheng
Wang (4)
|
1
|
0
|
0
|
|||
Yiliang
Lai (4)
|
1
|
0
|
0
|
|||
Wan
Weirui (4)
|
1
|
0
|
0
|
|||
Linzhang
Zhu (5)
|
1
|
0
|
1
|
Name
And Principal Position
(a)
|
Year
(b)
|
Salary
(1)
($)
(c)
|
Bonus
($)
(d)
|
Stock
Awards
($)
(e)
|
Option
Awards
($)
(f)
|
Non-Equity
Incentive
Plan
Compen-sation
($)
(g)
|
Changes
in Pension
Value
and Nonqualified Deferred Compen-sation Earnings
($)
(h)
|
All
Other
Compensation
($)
(i)
|
Total
($)
(j)
|
|||||||||||||||||||
Qiong
Wang,
|
2006
|
5,373
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
5,373
|
|||||||||||||||||||
former
Chief
|
2005
|
5,373
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
5,373
|
|||||||||||||||||||
Executive
Officer
|
2004
|
2,456
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
2,456
|
|||||||||||||||||||
Bo
Chen
|
2006
|
4,605
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
4,605
|
|||||||||||||||||||
President
and
|
2005
|
4,605
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
4,605
|
|||||||||||||||||||
current
Chief
|
2004
|
2,149
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
2,149
|
|||||||||||||||||||
Executive
Officer
|
||||||||||||||||||||||||||||
Yiliang
Lai
|
2006
|
3,070
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
3,070
|
|||||||||||||||||||
Chief
Financial
|
2005
|
2,303
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
2,303
|
|||||||||||||||||||
Officer
|
2004
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||||||||||
Chunsheng
Wang
|
2006
|
3,838
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
3,838
|
|||||||||||||||||||
Chief
Operating
|
2005
|
3,838
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
3,838
|
|||||||||||||||||||
Officer
|
2004
|
1,842
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
1,842
|
Name
(a)
|
Fees
Earned or Paid in Cash
($)
(b)
|
Stock
Awards
($)
(c)
|
Option
Awards
($)
(d)
|
Non-Equity
Incentive
Plan
Compen-sation
($)
(e)
|
Changes
in Pension
Value
and Nonqualified Deferred Compen-sation Earnings
($)
(f)
|
All
Other
Compensation
($)
(g)
|
Total
($)
(h)
|
|||||||||||||||
Patrick
McManus
|
24,000
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
24,000
|
|||||||||||||||
David
Gatton
|
24,000
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
24,000
|
|||||||||||||||
Linzhang
Zhu
|
2,000
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
2,000
|
Name
of Beneficial Owner (1)
|
Number
of Shares
Beneficially
Owned
|
Percentage
of Shares
Beneficially
Owned (2)
|
|||||
Qiong
Wang
|
720,000
|
3.9
|
%
|
||||
Bo
Chen
|
690,000
|
3.7
|
%
|
||||
Patrick
McManus (3)
|
68,000
|
*
|
|||||
David
Gatton (3)
|
68,000
|
*
|
|||||
Chunsheng
Wang
|
0
|
*
|
|||||
Yiliang
Lai
|
0
|
*
|
|||||
Linzhang
Zhu
|
0
|
*
|
|||||
All
officers and directors as a group (7 persons)
|
1,546,000
|
7.6
|
%
|
*
|
Less
than 1%.
|
|
(1)
|
Except
as otherwise indicated, the address of each beneficial owner is c/o
Bodisen Biotech, Inc., Room 2001, FanMei Building, No. 1 Naguan Zhengjie,
Xi’an, Shaanxi, China, 710068.
|
|
(2)
|
Applicable
percentage ownership is based on 18,310,250
shares of common stock outstanding as of April 18, 2007, together
with
securities exercisable or convertible into shares of common stock
within
60 days of April 18, 2007 for each stockholder. Beneficial ownership
is
determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with
respect
to securities. Shares of common stock that are currently exercisable
or
exercisable within 60 days of April 18, 2007 are deemed to be beneficially
owned by the person holding such securities for the purpose of computing
the percentage of ownership of such person, but are not treated as
outstanding for the purpose of computing the percentage ownership
of any
other person.
|
|
(3)
|
Number
of shares beneficially owned reflect stock options held by each Mr.
McManus and Mr. Gatton.
|
· |
any
services prohibited by applicable law or by any rule or regulation
of the
SEC or other regulatory body applicable to the
Company;
|
· |
provision
by the independent auditor to the Company of strategic consulting
services
of the type typically provided by management consulting firms;
or
|
· |
the
retention of the independent auditor in connection with a transaction
initially recommended by the independent auditor, the tax treatment
of
which may not be clear under the Internal Revenue Code and related
regulations and which it is reasonable to conclude will be subject
to
audit procedure during an audit of the Company’s financial
statements.
|
· |
whether
the service creates a mutual or conflicting interest between the
auditor
and the Company;
|
· |
whether
the service places the auditor in the position of auditing his or
her own
work;
|
· |
whether
the service results in the auditor acting as management or an employee
of
the Company; and
|
· |
whether
the service places the auditor in a position of being an advocate
for the
Company.
|
Exhibit
Number
|
Description
of Exhibit
|
|
3.1
|
Certificate
of Incorporation (incorporated by reference to Company’s Form SB-2 filed
September 3, 2002)
|
|
3.2
|
By-Laws
(incorporated by reference to Company’s Form SB-2 filed September 3,
2002).
|
|
10.1
|
Bodisen
Biotech, Inc. 2004 Stock Option Plan (incorporated by reference to
Company’s Form 10-KSB filed March 31, 2005)
|
|
10.2
|
Form
of Bodisen Biotech, Inc. Nonstatutory Stock Option Agreement (incorporated
by reference to Company’s Form 10-KSB filed March 31,
2005)
|
|
14.1
|
Code
of Ethics and Business Conduct for Officers, Directors and Employees
of
Bodisen Biotech, Inc.
|
|
21.1
|
Schedule
of Subsidiaries
|
|
31.1
|
Certification
of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
promulgated under the Securities and Exchange Act of 1934, as
amended
|
|
31.2
|
Certification
of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d
14(a),
promulgated under the Securities and Exchange Act of 1934, as
amended
|
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002
|
Bodisen
Biotech, Inc.
|
||
|
|
|
By: | /s/ Bo Chen | |
Bo
Chen
|
||
Chief
Executive Officer
(Principal
Executive Officer)
|
By: | /s/ Yiliang Lai | |
Yiliang
Lai
|
||
Chief
Financial Officer
(Principal
Financial and Accounting
Officer)
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
/s/
Bo Chen
Bo
Chen
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Chairman,
Chief Executive Officer and President
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April
30, 2007
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/s/
Yiliang Lai
Yiliang
Lai
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Chief
Financial Officer
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April
30, 2007
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/s/
Wang Qiong
Wang
Qiong
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Director
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April
30, 2007
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/s/
Patrick McManus
Patrick
McManus
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Director
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|
April
30, 2007
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/s/
David Gatton
David
Gatton
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Director
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|
April
30, 2007
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/s/
Linzhang
Zhu
Linzhang
Zhu
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Director
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April
30, 2007
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