UNITED STATES SECURITIES AND EXCHANGE COMMISSION  WASHINGTON, D.C. 20549  FORM 10-KSB/A  (Mark One)  [ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended September 30, 2006  [   ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from _______ to __________  Commission file number                 000-32161  SINO-BIOTICS, INC. (Name of small business issuer in its charter) Delaware20-3828148-------------------------------------------------------------------------------------------------------------------(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)   501 S. Johnstone Avenue, Suite 501, Bartlesville, Oklahoma74003-------------------------------------------------------------------------------------------------------------------(Address of principal executive offices)(Zip Code)  Issuers telephone number:   (918) 336-1773  Securities registered pursuant to Section 12(b) of the Exchange Act:  Title of each className of each exchange on which registeredNoneN/A    - 1 -  Securities registered pursuant to Section 12(g) of the Exchange Act:  Common Shares, par value $0.001   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      [   ]    No [ X  ]  Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  [    ]  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                 Yes    [   X   ]     No    [       ]  Issuers revenues for its most recent fiscal year:   $0.00  Aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, computed by reference to the closing price of such stock as of January 16, 2007 ($.020) was $297,500.    For purposes of this computation, we consider all directors and holders of 10% or more of our common stock to be affiliates.   Therefore the number of shares of our common stock held by non-affiliates as of January 16, 2007 was 14,875,014.  Number of shares issued and outstanding of each of the issuers classes of common equity as of January 16, 2007:  29,565,014 shares of common stock, $0.001 par value.  Transitional Small Business Disclosure Format (Check one):  Yes    [       ]    No    [  X  ]   NOTE REGARDING FORWARD-LOOKING STATEMENTS  This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the Exchange Act). For example, statements included in this report regarding our financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about future product demand, supply, manufacturing, costs, marketing and pricing factors are all forward-looking statements. When we use words like "intend," "anticipate," will, may, should, could, predict, potential, "believe," "estimate," "plan" or "expect," we are making forward-looking statements. We believe that the assumptions and expectations reflected in such forward-looking statements are reasonable, based on information available to us on the date hereof, but we cannot assure you that these assumptions and expectations will prove to have been correct or that we will take any action that we may presently be planning. We have disclosed certain important factors that could cause our actual results to differ materially from our current expectations elsewhere in this report. You should understand that forward-looking statements made in this report are necessarily qualified by these    - 2 -  factors. We are not undertaking to publicly update or revise any forward-looking statement if we obtain new information or upon the occurrence of future events or otherwise.  PART I  ITEM 1. DESCRIPTION OF BUSINESS  General  Business of Issuer. The Company is actively seeking acquisition or merger candidates with operating businesses and is seeking to complete an acquisition or merger with one of these candidates during its current fiscal year.  There is no assurance such a transaction would be completed during this fiscal year or later.   ITEM 2. DESCRIPTION OF PROPERTY  The Company's offices are located at its Oklahoma attorney's offices: Heskett & Heskett, 501 South Johnstone Ave., Suite 501, Bartlesville, Oklahoma 74003, which are made available to the Company for no fee.   ITEM 3. LEGAL PROCEEDINGS  None.   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  During the Company's fourth fiscal quarter ended September 30, 2006, no matters were submitted to a vote of the security holders of the Company.    PART II  ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS  The Common Stock is traded in the over-the-counter market and has been quoted on the "Electronic Bulletin Board" since February 2, 2006.  There is a very limited public market for the Common Stock.  As of September 30, 2006, 29,565,014 shares of common stock were outstanding.  The high and low bid quotations for Common Stock as of September 30, 2006, was $.025 and $.020, respectively.  The market quotations represent prices between dealers, do not include retail markup, markdown, or commissions and may not represent actual transactions.  No dividends have been paid on the Common Stock and the Company does not anticipate paying dividends in the foreseeable future.  At December 22, 2006, there were approximately 246 holders of record of the Company's securities.  The Company believes that it has more shareholders since many of its shares are held in "street" name.   ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  (a) Plan of Operation.  The Company's plan of operation for the next twelve months is to seek acquisition or merger candidates with operating businesses and complete an acquisition or merger with one of these candidates.  Until such event, the Company does not expect a significant change in its number of employees and does not expect to purchase or sell any significant equipment.   Safe Harbor Statement  Statements which are not historical facts, including statements about the Company's confidence and strategies and its expectations about new and existing products, technologies and opportunities, market and industry segment growth, demand and acceptance of new and existing products are forward looking statements that involve risks and uncertainties.  These include, but are not limited to, product demand and market acceptance risks; the impact of competitive products and pricing; the results of financing efforts; the loss of any significant customers of any business; the effect of the Company's accounting policies; the effects of economic conditions and trade, legal, social, and economic risks, such as import, licensing, and trade restrictions; the results of the Company's business plan and the impact on the Company of its relationship with its lender.     - 3 -  ITEM 7. FINANCIAL STATEMENTS    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   To the Board of Directors Sino-Biotics, Inc. (formerly Instachem Systems, Inc.) Bartlesville, Oklahoma  We have audited the accompanying consolidated balance sheet of Sino-Biotics, Inc. as of September 30, 2006, and the related consolidated statements of expenses, stockholders deficit, and cash flows for each of the two years then ended.  These consolidated financial statements are the responsibility of Sinos management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.  In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Sino as of September 30, 2006, and the results of its operations and its cash flows for each of the two years then ended, in conformity with accounting principles generally accepted in the United States of America.  The accompanying consolidated financial statements have been prepared assuming that Sino will continue as a going concern.  As discussed in Note 2 to the consolidated financial statements, Sino has no operations which raises substantial doubt about its ability to continue as a going concern.  Managements plans regarding those matters also are described in Note 2.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  As described in Note 3, the audited consolidated financial statements as of and for the year ended September 30, 2006 and the statement of stockholders deficit and cash flows for the year ended 2005 have been restated.  Malone & Bailey, PC www.malone-bailey.com Houston, Texas January 8, 2007, except for Note 3 for which the date is May 11, 2007    - 4 -    SINO-BIOTICS, INC. (Formerly Instachem Systems, Inc.) CONSOLIDATED BALANCE SHEET September 30, 2006 (Restated)     ASSETSCash$
500TOTAL ASSETS$
500LIABILITIES AND STOCKHOLDERS DEFICITConvertible note payable$        10,000Accounts payable and accrued expenses22,250Liabilities of discontinued operations2,777Total Current Liabilities35,027STOCKHOLDERS DEFICIT:Preferred stock, $0.01 par value, 5,000,000 shares
authorized, no shares issued or outstanding2,600Common stock, $0.001 par value, 35,000,000 shares
authorized, 29,565,014 shares issued29,565Additional paid-in capital6,650,042Accumulated deficit(6,716,734)Total stockholders deficit(34,527)TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT$
500      See accompanying summary of accounting policies and notes to consolidated financial statements.    SINO-BIOTICS, INC. (Formerly Instachem Systems, Inc..) CONSOLIDATED STATEMENTS OF EXPENSES For the Years Ended September 30, 2006, and 2005 (Restated)    20062005Legal and professional expenses$
52,000$
-Interest expense1,050Loss from operations and other expenses53,050-(Gain) on sale of discontinued operations (Note 6)-(500)(Gain) from debt extinguishment (Note 7)-(1,132,074)Net income (loss)$
(53,050)$
1,132,574Net income (loss) per common share  basic and diluted$
(0.00)$
0.06Weighted average shares outstanding29,565,01418,194,501                            See accompanying summary of accounting policies and notes to consolidated financial statements.    SINO-BIOTICS, INC. (Formerly Instachem Systems, Inc.) CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT Years Ended September 30, 2006 and 2005 (Restated)  PreferredPreferredCommonCommonAdditionalstockStockstockstockPaid-inAccumulatedsharesAmountsharesamountcapitaldeficitTotalDecember 31, 2004260,000$               2,600-12,415,014$
12,415$       6,557,992$
(7,796,258)$(1,223,251)Common stock issued for settlement of vendor claims (July 2005)--2,150,0002,15015,050-17,200Preferred stock issued for cash (July 2005)300,0003,000-57,000-60,000Conversion of preferred stock to common stock(300,000)(3,000)15,000,00015,000(12,000)--Net income--1,132,5741,132,574September 30, 2005260,000$                 2,60029,565,014$29,565$ 6,618,042$ (6,663,684)$   (13,477)Professional fees paid directly by stockholder----32,000-32,000Net loss--(53,050)(53,050)September 30, 2006260,000$                 2,60029,565,014$
29,565$
6,650,042$
(6,716,734)$      (34,527)  See accompanying summary of accounting policies and notes to consolidated financial statements.    SINO-BIOTICS, INC. (Formerly Instachem Systems, Inc.) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended September 30, 2006, and 2005 (Restated)   20062005CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)$
(52,650)$
1,132,574Adjustments to reconcile net loss to net cash used in operations:Gain on sale of discontinued operations-(500)Gain from debt extinguishment-(1,132,074)Increase (decrease) in liabilities of discontinued operations-(60,000)Expenses paid directly by shareholder32,000-Increase in accounts payable and accrued expenses20,650-NET CASH USED IN OPERATING ACTIVITIES-(60,000)CASH FLOWS FROM INVESTING ACTIVITIESProceeds from sale of discontinued operations-500CASH FLOWS FROM FINANCING ACTIVITIESProceeds from sale of preferred stock-60,000NET CHANGE IN CASH-500Cash balance, beginning500-Cash balance, ending$
500$
500SUPPLEMENTAL DISCLOSURES:Cash paid for interest$
-$
-Cash paid for income taxes$
-$
-Non-cash financing activities:Conversion of preferred stock to common stock$                   60,000Common stock issued to settle accounts payable17,200        See accompanying summary of accounting policies and notes to consolidated financial statements.    SINO-BIOTICS, INC. (Formerly Instachem Systems, Inc.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   NOTE 1  SUMMARY OF ACCOUNTING POLICIES  Nature of business.  The registrant, Innovative Coatings, a Georgia corporation, ceased operations June 2003.  On August 1, 2003, ICC Holdings Corp. (ICC Oklahoma) was formed as a wholly-owned subsidiary of Innovative Coatings.  Also on August 1, 2003, Instachem Systems was formed as a wholly-owned subsidiary of ICC Oklahoma, and ICC Merger Corp was formed as a wholly-owned subsidiary of Instachem.  On August 11, 2003, ICC Oklahoma merged with its parent Innovative Coatings to change its state of incorporation from Georgia to Oklahoma.  On August 12, 2003, ICC Merger bought ICC Oklahoma.  A new corporation with ownership unrelated to the above, Sino-Biotics, Inc., was formed in Delaware on July 6, 2005.  On July 18, 2005, Instachem Systems sold ICC Merger to an individual for $500.  On July 19, 2005, Sino bought Instachem Systems.  As a result of the above, the pre-existing creditors of the original operating entity, Innovative Coatings, were spun off through the sale of ICC Merger in July 2005, creating a Gain on Sale of Discontinued Operations of $500 (see Note 6).  As of September 30, 2006, Sino had no current operations and was seeking a merger partner.  Principles of Consolidation.  The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries after the elimination of inter-company accounts and transactions up to the transaction date.  Use of Estimates.  In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and expenses in the statement of expenses.  Actual results could differ from those estimates.  Cash and Cash Equivalents.  For purposes of the statement of cash flows, Sino considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.  Revenue Recognition.  Sino recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectibility is reasonably assured.  For fiscal 2005 and 2006, Sino had no revenues.  Income Taxes.  Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Earnings (Loss) Per Share.  Basic net income (loss) per share amounts are computed based on weighted average number of shares actually outstanding.  Diluted net income (loss) per share amounts are computed using weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise become anti dilutive and then only the basic per share amounts are shown in the report.  Stock-Based Compensation.  The Company accounts for stock options and similar equity instruments issued in accordance with SFAS No. 123(revised), Share-Based Payment.  Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period.  Transactions in which goods or services are received in exchange for the issuance of equity instruments are accounted for based on fair value of the consideration received or the fair value of the equtiy instruments issued, whichever is more reliably measurable.  SFAS No. 123(revised) requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.  Recent Accounting Pronouncements.  Sino does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.  NOTE 2  GOING CONCERN  As of September 30, 2006, Sino had an accumulated deficit of $6,456,734.  The ability of Sino to continue with respect to any planned principal business activity is dependent upon its success in raising additional equity financing and/or attaining profitable operations.  Management has plans to seek additional capital.  There is no guarantee that Sino will be able to complete any of the above objectives.  These factors raise substantial doubt regarding Sinos ability to continue as a going concern.  NOTE 3  RESTATEMENT Sino has restated the audited financial statements as of and for the year ended September 30, 2006 and the statement of stockholders deficit and cash flows for the year ended 2005.  On January 19, 2007, Sino concluded it was necessary to reflect a convertible note payable for $10,000 at 6% per annum and related accrued interest of $2,250.  The  note was entered into January 20, 2003.  The note provides the right to convert the note into 500,000 non-dilutable common shares of Sino.  The balance sheet as of September 30, 2006 was restated to include a $10,000 convertibe note payable, accrued interest of $2,250, and accumulated deficit for $12,250.  The statement of expenses for the year ended September 30, 2006 was restated to include interest expense of $1,050.  The statement of stockholders deficit as of September 30, 2006 and 2005 was restated to include the $10,000 convertible notes payable and accrued  interest of $1,200 as of December 31, 2004 and the net loss for the period ending September 30, 2006 was restated to include interest expense of $1,050.  The statement of cash flows as of September 30, 2006 and 2005 was restated to reflect the changes in the balance sheet as of September 30, 2006 and to include non-cash disclosure items for the period ending September 30, 2005.  On January 19, 2007, Sino received notification that there was 260,000 convertible preferred shares outstanding relating to Innovative Coatings which were issued February 4, 2000 for services.  The shares were valued as of February 4, 2000 at $260,000, based on a 1:1 conversion of preferred to common.  The common share market price at February 4, 2000 was $1.00.   The shares were previously written off by the company as part of the restructuring in 2005.  Sinos board of directors elected to honor the certificates and convert them to Sino common shares.  As a result, Sino restated its financial statements to reflect the preferred shares outstanding.  The balance sheet as of September 30, 2006 was restated to include the preferred shares valued at $260,000 and to increase accumulated deficit by $260,000.  The statement of stockholders deficit as of September 30, 2006 and 2005 was restated for the same amounts.  NOTE 4  COMMON STOCK AND PREFERRED STOCK  On July 13, 2005, Instachem issued 300,000 shares of convertible preferred stock for $60,000.  The preferred shares were converted into 15,000,000 shares of common stock on July 28, 2005.  The proceeds were used to pay off prior liabilities.  On July 14, 2005, Instachem issued 2,150,000 shares of common stock to settle trade payable claims valued at $17,200.  NOTE 5  CONVERTIBLE NOTE PAYABLE  On January 20, 2003, Innovative Coatings issued a Convertible Promissory Note to Michael Dion for $10,000 at 6% per annum.  Michael Dion has the right, with proper notice, to convert the Note to 500,000 non-dilutable common shares of Sino. The Convertible Promissory Note allows Michael Dion to transfer or assign the Note to any third party without notice to Sino.  NOTE 6   GAIN ON SALE OF DISCONTINUED OPERATIONS  On July 18, 2005, ICC Merger was acquired by a third party in exchange for $500.  Sino had determined the fair value of ICC Merger to be a nominal amount and assigned no value to the ICC Merger liabilities.  In connection with the sale, Sino recognized a gain on sale of discontinued operations of $500 in accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.   NOTE 7  DEBT EXTINGUISHMENT  As of the July 18, 2005 acquisition of ICC Merger, Sinos legal counsel determined that third party collection attempts on the obligations listed below were barred against Sino based on Oklahoma law, as Sino became the parent corporation at the time of the reorganization, and at that time and subsequent to it, Sino never operated, managed, financed, received assets, transferred assets, guaranteed debts or obligations, nor took any actions with respect to ICC Merger, such that the debts of the subsidiary cannot be asserted against Sino.  Furthermore, the obligations listed below are barred by Oklahomas Statute of Limitation because of their age, lack of prior collection attempts and the absence of agreement by Sino to extend their due dates.  $192,562 of the total debt is shown as debt extinguishment in 2005.  The following is a detail of these amounts:  September 30,December 31,20052004Accounts payable$ 323,686$ 32,562Accrued expenses2,494-Payroll liabilities456,044-Notes payable349,850160,000$ 1,132,074$ 192,562   NOTE 8 - INCOME TAXES  Sino incurred net losses and, therefore, has no tax liability.  Because of Internal Revenue Code Section 382, an ownership change which occurred in 2005 will restrict virtually all prior losses.  The cumulative net operating loss carry-forward is approximately $0.  NOTE 9  COMMITMENTS AND CONTINGENCIES  The Company's offices are located at its Oklahoma attorney's offices: Heskett & Heskett, 501 South Johnstone Ave., Suite 501, Bartlesville, Oklahoma 74003, which are made available to the Company for no fee.  NOTE 10  SUBSEQUENT EVENTS  On January 2, 2007, Sino issued 50,000 common shares, valued at $1,000 to Don Siegler for services provided in assisting with the 2003 and 2004 audits. On January 2, 2007, Sino issued 100,000 common shares, valued at $2,000 to David Lennox for services as Sinos Director and President.  On January 2, 2007, Sino converted Steven T. Mills Series A Convertible Preferred Shares issued on February 4, 2000 to 260,000 common shares.  See Note 3 for restatement relating to these shares.         - 10 -   ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL DISCLOSURE.  None .   Item 8A. Controls and Procedures  As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by the annual report, we have carried out an evaluation of the effectiveness of the design and operation of our companys disclosure controls and procedures.  This evaluation was carried out under the supervision and with the participation of our companys management, including our companys president and our companys chief financial officer.  Based upon that evaluation, our companys president and our companys chief financial officer concluded that our companys disclosure controls and procedures are not effective because our auditors have identified deficiencies relating to unrecorded liabilities and financial statement disclosures.  There have been no significant changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.  Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commissions rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our president and financial officer as appropriate, to allow timely decisions regarding required disclosure.   Item 8B. Other Information  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.  On December 11, 2006, the Sino-Biotics, Inc. Board of Directors elected Mr. David Lennox to serve as a Director, President, Chairman of the Board, and as Secretary/Treasurer of the Corporation to fill the vacancy in the Board of Directors of the Corporation created by the resignation of Curtis Hunsinger and for the unexpired portion of his term.   PART III  ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT  (a) Identifying Directors and Executive Officers  The following is information regarding our sole executive officer and director and his age as of December 22, 2006:  Director:Name of Director:AgeDavid Lennox69Executive Officer:Name of Officer:AgeOfficeDavid Lennox69President, Treasurer and Secretary  Set forth below is a brief description of the background and business experience of our sole executive officer and director.  Mr. David Lennoxhas been a commercial contractor and developer in the Houston, Texas, region for over twenty-five years. He is also a private venture capitalist for early stage private and public companies. Mr. Lennox currently serves a the Director of Gabriel Technologies, a public company.  The election of Mr. Lennox was not pursuant to any arrangement or understanding between Mr. Lennox and any third party. As of the date of this report, nether Mr. Lennox nor his immediate family member is a party, either directly or indirectly, to any transaction required to be reported pursuant to Item 404(a) of Regulation S-K.  Mr. Lennox will receive 100,000 shares of restricted stock as compensation.   Term of Office  Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.  (b) Significant Employees  We have no significant employees other than David Lennox.  (c) Family Relationships  There are no family relationships among the directors, executive officers or persons nominated or chosen by Sino to become directors or executive officers.  (d) Certain Legal Proceedings  No director or executive officer has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.  (e) Compliance with Section 16(A) of the Exchange Act  David Lennox did not  file a Form 3 upon becoming a director/officer and beneficial owner of more than 10% of the Companys common stock, respectively.  No Form 4 or Form 5 was filed with respect to the foregoing.  (f) Audit Committee Financial Expert  The Company has no audit committee financial expert.  Management believes the cost related to retaining a financial expert at this time is prohibitive.  Further, because of Companys limited operations, management believes the services of a financial expert are not warranted.  (g) Identification of Audit Committee  The Company does not have a separately-designated standing audit committee. Instead, the Companys entire Director performs the required functions of an audit committee.  David Lennox, is the only member of the Companys Board of Directors, and its functional-equivalent of an audit committee.  None of the directors meet the independent requirements for an audit committee member.  The Director selects the Companys independent public accountant, establishes procedures for monitoring and submitting information or complaints related to accounting, internal controls or auditing matters, engages outside advisors, and makes decisions related to funding the outside auditory and non-auditory advisors engaged by the Board. The Company has not adopted an audit committee charter, as the current system is deemed by management to be sufficient to meet the Companys requirements at this time.  (h) Disclosure Committee and Charter  The Company has no disclosure committee or disclosure committee charter, as the Company has not been operating and has only one officer and director.  (i) Code of Ethics  The Company does not have a formal Code of Ethics as it has not been operating and has had no reason to adopt such a code at this time.   ITEM 10. EXECUTIVE COMPENSATION  Summary Compensation Table  The table below summarizes all compensation awarded to, earned by, or paid to our sole executive officer for all services rendered in all capacities to us through and including the date of this report, which is December, 2006.    SUMMARY COMPENSATION TABLEName andFiscalAnnualLong-TermOtherPrincipal PositionYearCompensationCompensationCompensationDavid Lennox2006000   (1) Mr. Lennox was appointed to the positions of President, Secretary/Treasurer, and Director, on December 11, 2006.  Stock Option Grants  Mr. Lennox will receive 100,000 shares of restricted stock as compensation.  Director Compensation; Employment Agreements  We presently do not pay our directors and officers any salary or consulting fee.  Expenses will be reimbursed as funds become available. We do not have a written employment agreement with Mr. Lennox.  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of September 30, 2005, by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities and (ii) our sole officer and director.  The shareholders listed possess sole voting and investment power with respect to the shares shown.  Name and Address ofNumber of Shares ofPercentage ofTitle of ClassBeneficial OwnerCommon StockCommon Stock(2)Common StockVenture Fund I15,000,000(1)51%James Ditanna, President,501 S. Johnstone, Ste. 501
Bartlesville OK 74003Common StockDavid Lennox____100,000(3)___0.006%5851 Inwood Dr.
Houston TX 77507  (1) The person named as President above has full voting and investment power with respect to the shares indicated. (2) The percent of class is based on 29,565,014 shares of common stock issued and outstanding as of January 16, 2007. (3) Shares have yet to be issued under appointment terms.  Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a beneficial owner of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.  Change of Control  The Company is not aware of any arrangement that may result in a change of control of the company, unless the Company is successful in arranging a merger or acquisition, in which case the control of the Company could be changed.   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.  None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, other than noted in this section:  1. Any of our directors or officers; 2. Any person proposed as a nominee for election as a director; 3. Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; 4. Any of our promoters; 5. Any relative or spouse of any of the foregoing persons who has the same house as such person.   ITEM 13. EXHIBITS  (a) The following documents are filed as part of this report:   EXHIBIT DESCRIPTION  3.1 Articles of Incorporation of Sino-Biotics, Inc., included as an exhibit to the 10-KSB filed November 22, 2005.  3.2 Bylaws of Sino-Biotics, Inc., included as an exhibit to the 10-KSB filed November 22, 2005.  23.1 Consent Independent Registered Public Accounting Firm  31 Certification pursuant to Section 301 of the Sarbanes-Oxley Act of 2002.  32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  (b) Form 8K  Form 8K filed December 18, 2006, announcing Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers   ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES  (1) Audit Fees  The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for Companys audit of annual financial statements and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:  2005: $ 5,860 Malone & Bailey, P.C. 2006: $19,416 Malone & Bailey, P.C.  (2) Audit-Related Fees - None  (3) Tax Fees - None  (4) All Other Fees - None  (5) The Companys Board of Directors, acting as audit committee, pre-approves all accounting-relating activities, including both audit and non-audit services, prior to the performance of any services by an accountant or auditor.  (6) The percentage of hours expended on the principal accountants engagement to audit Companys financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountants full time permanent employees was nil%.  * * * * *     - 11 -   SIGNATURES  In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  SINO-BIOTICS, INC. Registrant  Date: May 11, 2007 By: /s/   David Lennox David Lennox, President, Chairman, Director and Secretary/Treasurer   In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.  Signature                                                      Title                                           Date   /s/   David Lennox President, Chairman, May 11, 2007 David Lennox Director and Secretary/ Treasurer     - 12 -