UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(Mark
One)





x ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
fiscal year ended June 30, 2009





 ̈
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
transition period from ___________ to _____________





Commission
file number:  333-152398





Niusule Biotech
Corp.





(Exact
Name of Registrant as Specified in Its Charter)





Nevada
              
              2834
              
              26-2401986(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (Primary
      Standard
                Industrial
      Classification
                Code
      Number)
              
              IRS
      I.D.





2533
      North Carson Street, Carson City, NV
                
                89706-0242(Address
      of principal executive offices)
                
                (Zip
      Code)





Registrant’s
telephone number:  775-887-4880





Securities
registered under Section 12(b) of the Exchange
Act:          None





Securities
registered under Section 12(g) of the Exchange
Act:          None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes  ̈No
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.


Yes xNo
 ̈




Indicate
by check mark 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  ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and
 will not 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-K or any amendment to this Form 10-K.  ̈





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





Large
accelerated filer  ̈  Accelerated
filer  ̈
Non-accelerated filer  ̈   Smaller
reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes  ̈No
x





The
aggregate market value of the issuer’s voting and non-voting common equity held
by non-affiliates computed by reference to the price of $.60 at September 27,
2009 was $713,400 as of September 27, 2009.





As of,
September 27, 2009 there were 51,189,000 outstanding shares of the issuer’s
common stock, $.001 par value per share.





Documents
incorporated by reference:  None.








TABLE
OF CONTENTS




PARTI
                  
                  
                  3Item
1.  Business.
                  
                  
                  3Item
    2.  Properties.
                  
                  
                  6Item 3.  Legal
      Proceedings.
                  
                  
                  6Item 4.  Submission of Matters to a Vote
      of Security Holders.
                  
                  
                  6PART II
                  
                  
                  6Item 5.  Market for Common Equity and
      Related Stockholder Matters and Issuer Purchases of Equity Securities
                  
                  
                  6Item 6.  Selected Consolidated Financial
      Data
                  
                  
                  7Item 7.  Management’s Discussion
      and Analysis of Financial Condition and Results of
      Operations.
                  
                  
                  8Item 7A.  Quantitative and Qualitative
      Disclosures About Market Risk
                  
                  
                  13Item 8.  Financial Statements and Supplementary
    Data.
                  
                  
                  13Item 9.  Changes in and Disagreements
      with Accountants on Accounting and Financial
      Disclosure.
                  
                  
                  26Item 9A(T). Controls and
      Procedures.
                  
                  
                  26Item 9B.  Other
      Information
                  
                  
                  27PART III
                  
                  
                  28ITEM 10.  Directors, Executive
      Officers And Corporate
      Governance
                  
                  
                  28Item 11.  Executive
      Compensation.
                  
                  
                  29Item 12.  Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder
      Matters.
                  
                  
                  31Item 13.  Certain Relationships and
      Related Transactions and Director Independence.
                  
                  
                  32Item 14.  Principal Accountant Fees and
      Services.
                  
                  
                  33PART IV
                  
                  
                  33Item
    15.  Exhibits.
                  
                  
                  33


2





PART
I





Item
1. Business.





Organization




Niusule
Biotech Corp. is a Nevada corporation formed on April 8, 2008, with registered
address at 2533 North Carson Street, Carson City, NV 89706-0242.





General





Due to
the economic and health food market conditions in China in 2008, we have
adjusted our strategy in 2009 and have decided to refocus our short-term
business plan to meet what we perceive as the urgent need to provide high
quality health food to Chinese people.   We have formed a new
wholly-owned subsidiary, Niusule Bioengineering (Hangzhou) Co. Ltd. on March 4,
2009. We aim to sell high quality U.S. health food to Chinese market and speed
up the trade between China and U.S.




We’ve
received the Approval to wholesale and retail health food products in the
People’s Republic of China on March 4, 2009. We’ve brought PlantFusion protein
and Gummy Bears into China through Niusule Bioengineering (Hangzhou) Co., Ltd
and plan to distribute and promote our products by provincial/municipal dealers
..





We began
to sell PlantFusion protein in Hangzhou Tower, the biggest shopping mall in
Zhejiang province, on July 24, 2009.





We began
to sell PlantFusion protein in Hangzhou Jiebai Group Co., Ltd and Hangzhou
Stadium on August 25, 2009.





We began
to sell Gummy Bears in Hangzhou Tower and Hangzhou Jiebai Group Co., Ltd on
September 16, 2009.





On July
20, 2009, we began to advertise in newspapers, brochures and mobile so as to
promote our products.





We plan
to slow down our plan to building a production plant in China and to accelerate
our focus on the sale of these products during fiscal year 2010.





Products





PlantFusion




PlantFusion
combines the latest advancements in protein technology to provide an allergen
free, easy to digest, multi-sourced plant based protein. Its proprietary blend
is formulated to provide a complete protein with an optimized amino acid profile
that’s infused with Branched Chain Amino Acids & L- Glutamine to support
health and nutrition. In addition, PlantFusion contains a proprietary enzyme
blend which supports easy digestion and absorption.  Features and
benefits include:


3




·
            Hypoallergenic
      means No Dairy, No Soy, No Animal, and No
  Gluten.


·
            100%
      Natural and Non-GMO


·
            Vegan
      and vegetarian approved.


·
            Gentle
      to the stomach unlike other leading brands of
  protein.


·
            A
      complete amino acid profile that is infused with muscle craving Branched
      Chained Amino Acids and
L-Glutamine.


·
            Artichoke
      protein is rich in Inulin and Cynarin for stomach and liver support.
      +


·
            21g
      of concentrated protein per serving in one small scoop, the highest
      percentage concentrate in its class (over
70%).


·
            A
      proprietary enzyme blend that includes bromelain and alpha galactosidase
      to support digestion and maximum absorption without any gas or irritation.
      +


·
            Low
      Glycemic Load


·
            Cholesterol
      Free


·
            No
      Xylitol, Maltitol, or Sorbitol (sugar
alcohols)


·
            Free
      of all major allergens. PlantFusion does not contain any of the eight
      major allergens that are typically found in other leading protein
      powders.


·
            Competitive
      price. PlantFusion provides a solution to the rapidly growing costs of
      dairy and soy proteins.


·
            Eco-friendly
      - Our protein sources do not negatively impact the soil, environment or
      our communities.


·
            Easy
      to blend. Three quick shakes in a shaker cup is all that is
      needed!


·
            Uncommonly
      great tasting flavors, Vanilla Bean, Chocolate, Berry and Natural
      (unflavored)


·
            PlantFusion's
      proprietary blend follows the recommended source combination needed to
      ensure a perfect PDCAAS score (the international ranking for protein
      digestibility). Other protein blends using sources such as hemp, oat and
      casein do not.




Arizona
Nutritional Sciences developed the formula PlantFusion.  We signed
non-exclusive agreement for the distribution and sale of PlantFusion protein
throughout China and Southeast Asia on March 16, 2009. If we establish an annual
turnover rate of $500,000 during a 12 month period, we shall have exclusive
rights for 1 year after 6 months introductory period.





Gummy
Bears





Unlike
traditional candy Gummy Bears, the Gummy Bears we sell are both a multivitamin
formula and a formula fortified with Vitamin D, Calcium and
Phosphorus.





Our Gummy
Bears are manufactured in the U.S. by Santa Cruz Nutritionals.  We
purchase on a purchase order basis and have no long-term agreement with Santa
Cruz Nutritionals.





Distribution





We intend
to sell our products by ourselves in Zhejiang province. In the other provinces,
we’ll outsource marketing by entering into agreements with third-party
distributors with established companies to market, sell and distribute our
products. As of the date hereof, we have not entered into any contracts with
distributors for the sale of our products. We have commenced actively
negotiating such contracts to secure competent sales and distribution
representation for the subsidiary, both locally and throughout China. If we are
unable to secure the services of third party distributors or if any of the
entities that we contract with breaches or terminates our distribution contracts
or is unable to provide any of the services contracted for, we will directly
market our products.


4





Environmental
Compliance





We do not
expect to incur any substantial costs in connection with environmental
compliance with our current activities.





Intellectual
Property





We have
applied for the Gummy Bears trademark registration with China Trademark Office?
on August 28, 2009.





Competition





Competition
in the health foods industry is intense. In the market for the sale health food
products, there are many competitors, some of which are significantly larger,
have access to much more important resources or capital than us, or have
established reputations among potential customers. We will face formidable
competition in every aspect of our business, and particularly from companies
that are already selling health foods. We will face competitive challenges from
larger facilities and organizations that sell a wider range and larger quantity
of products than we can.





Some of
the entities selling substantial amounts of health food products in China
include: Amway (China), Shanghai Gold partner Biotech Co., Ltd. and
Sino-American Shanghai Squibb Pharmaceuticals Ltd. We will be a small player in
the market compared to these competitors.





Legal System of the People’s
Republic of China





China's
legal system is based on written statutes and their interpretation by the
Supreme People's Court. Prior court decisions may be cited for reference but
have limited value as precedents. Since 1979, the Chinese government has been
developing a comprehensive system of commercial laws, and considerable progress
has been made in introducing laws and regulations dealing with economic matters
such as foreign investment, corporate organization and governance, commerce,
taxation and trade. However, because these laws and regulations are relatively
new, and because of the limited volume of published cases and judicial
interpretation and their lack of force as precedents, interpretation and
enforcement of these laws and regulations involve significant uncertainties. In
addition, as the Chinese legal system develops, we cannot assure that changes in
such laws and regulations, and their interpretation or their enforcement will
not have a material adverse affect on our business operations.





Employees





As of the
date hereof, the Subsidiary has thirty employees in China, as
follows:





Full
time:





·
            Clerical
      –5


·
            Operations
      –4


·
            Administrative
      – 3


·
            Management
      –5


·
            Sales
      –10


5





Part
time:





·
            Management
      –1


·
            Sales
      –2





Item
2.  Properties.





We have
the following office space in U.S.:





·
            Address:
      1212 S. 5th
      Ave., Unit G, Monrovia, CA 91016


·
            Number
      of Square Feet: 1160


·
            Name
      of Landlord: Al Cabraloff, CF
Management


·
            Term
      of Lease: March 23, 2009 to March 31,
2012


·
            Monthly
      Rental: $1300





We have
the following office space in China:





·
            Address:
      Room 1301-2 Central Bldg., #271 S. Hushu Rd., Hangzhou, China
      310005


·
            Number
      of Square Feet: 2721.87


·
            Name
      of Landlord: AMP (Hangzhou)Co.,
      Ltd


·
            Term
      of Lease: From May 1, 2008 to December 12,
2010


·
            Monthly
      Rental: No charge





The
property is adequate for current needs.





Item
3.  Legal Proceedings.





None.





Item
4.  Submission of Matters to a Vote of Security Holders.





We did
not submit any matters to a vote of our security holders, through the
solicitation of proxies or otherwise, during the fourth year of the fiscal year
covered by this report.





PART
II





Item
5.  Market for Common Equity and Related Stockholder Matters and
Issuer Purchases of Equity Securities





Market
Information





Niusule
Biotech Corp. (OTCBB: NIUS) completed the necessary SEC filings and began
trading as a publicly held company on December 30, 2008.





The
following table sets forth the range of high and low bid prices of our common
stock as reported by the National Association of Securities Dealers composite
feed or other qualified inter-dealer quotation medium, as compiled by Pink
Sheets LLC for the periods indicated. These quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions or trades.


6





COMMON
STOCK





Period Ended
                  
                  HIGH
                    BID
                  
                  
                  LOW
                    BIDJune
      30, 2009
                  
                  $
                  0.68
                  
                  
                  $
                  0.55March
      31, 2009
                  
                  
                  0.68
                  
                  
                  
                  0.25December
      31, 2008
                  
                  
                  0.25
                  
                  
                  
                  0.25





Holders of
Record





As of
September 27, 2009, there were approximately 47 shareholders of record of our
common stock.





Dividends





We have
not declared any cash dividends on our common stock since our inception and do
not anticipate paying such dividends in the foreseeable future. We plan to
retain any future earnings for use in our business. Any decisions as to future
payments of dividends will depend on our earnings and financial position and
such other facts, as the Board of Directors deems relevant.





Recent Sales of Unregistered
Securities





During
the year ended June 30, 2009, the Company sold 225,000 shares of common stock to
two non- U.S. investors for the total proceeds of $92,470. The Company also
received $2,000 stock subscriptions which were issued in September.





We relied
upon Regulation S of the Securities Act of 1933, as amended for the above
issuances to non US citizens or residents.





We
believed that Regulation S was available because:





 ̈
            None
      of these issuances involved underwriters, underwriting discounts or
      commissions;


 ̈
            We
      placed Regulation S required restrictive legends on all certificates
      issued;


 ̈
            No
      offers or sales of stock under the Regulation S offering were made to
      persons in the United States;


 ̈
            No
      direct selling efforts of the Regulation S offering were made in the
      United States.





Item
6.  Selected Consolidated Financial Data





Not
required.


7


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





The
following discussion of our financial condition and results of operations should
be read in conjunction with the financial statements and the related notes
thereto included elsewhere in this registration statement. This registration
statement contains certain forward-looking statements and our future operating
results could differ materially from those discussed herein. Certain statements
contained in this discussion, including, without limitation, statements
containing the words "believes", "anticipates," "expects" and the like,
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). However, as we will issue “penny
stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange
Act, we are ineligible to rely on these safe harbor provisions. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or achievements to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Given these
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. We disclaim any obligation to update any such
factors or to announce publicly the results of any revisions of the
forward-looking statements contained herein to reflect future events or
developments.





Overview





Due to
the economic and health food market conditions in China in 2008, we have
adjusted our strategy in 2009 and have decided to refocus our short-term
business plan to meet what we perceive as the urgent need to provide high
quality health food to Chinese people.   We have formed a new
wholly-owned subsidiary, Niusule Bioengineering (Hangzhou) Co. Ltd. on March 4,
2009. We aim to sell high quality U.S. health food to Chinese market and speed
up the trade between China and U.S.




We’ve
received the Approval to wholesale and retail health food products in the
People’s Republic of China on March 4, 2009. We’ve brought PlantFusion protein
and Gummy Bears into China through Niusule Bioengineering (Hangzhou) Co., Ltd
and plan to distribute and promote our products by provincial/municipal dealers
..





We began
to sell PlantFusion protein in Hangzhou Tower, the biggest shopping mall in
Zhejiang province, on July 24, 2009.





We began
to sell PlantFusion protein in Hangzhou Jiebai Group Co., Ltd and Hangzhou
Stadium on August 25, 2009.





We began
to sell Gummy Bears in Hangzhou Tower and Hangzhou Jiebai Group Co., Ltd on
September 16, 2009.





On July
20, 2009, we began to advertise in newspapers, brochures and mobile so as to
promote our products.





We plan
to slow down our plan to building a production plant in China and to accelerate
our focus on the sale of these products during fiscal year
2010.


8





Results of
Operations





Comparison of the Year ended
June 30, 2008 to the Year ended June 30, 2009





Revenue
for 2009 was $55,726 which was an increase of $55,726 from our revenue for 2008,
which was $0.  Our revenue increased primarily due to sales of
PlantFusion protein and Gummy Bears which are recognized monthly.





Our cost
of goods sold increased $30,155, to $30,155, for 2009, as compared to cost of
goods sold of $0 for 2008.





We had
gross profit of $25,571 for 2009, which was an increase of $25,571 when compared
to our gross profit for 2008, which was $0.





Our
operating expenses increased $288,509, to$341,941 for 2009, as compared to
operating expenses of $53,432 for 2008. Our operating expenses for 2009 included
$341,427 in general and administrative costs, a $287,995 increase over general
and administrative expense of $53,432 for 2008; and depreciation and
amortization expense of $514 which was an increase of $514 over depreciation and
amortization expense of $0 for 2008. The increase in operating expenses was
primarily due to increased expenses related to payroll, but also included
non-material increases in our rent, increased general office expenses due to
increases in our staff, increased expenses related to public company filings and
compliance, and increases in our advertising, public relations, and investor
relations expenses.  Other income and losses included an increase in
interest expense of $24,140, to $27,592 for 2009, as compared to interest
expense of $3,452 for 2008; interest income of $3,380 for 2009, which was an
increase of $1,446 over interest income in 2008, which was $1,934.





We had a
net loss of $773,182 for 2009, which represented an increase of $718,232 from
our net loss for 2008, which was $54,950.





Liquidity and Capital
Resources





We had
total assets of $150,208 as of June 30, 2009, which consisted of total current
assets of $140,505, which itself included cash of $89,295, inventory of $15,194
prepaid expenses of $12,223, short-term investment of $8,340, other receivable
of $15,453. Other assets included property and equipment of $8,403, and deposit
of $1,300.





We had
total liabilities of $132,325 as of June 30, 2009, which consisted of $25,000 of
accounts payable, $59,432 of other current liabilities.  Long-term
liabilities included and notes payable to related party of $47,893.





We had an
accumulated deficit of $828,132, as of June 30, 2009.





We had
net cash used in operating activities of ($329,518) for the year ended June 30,
2009, which consisted of net loss of ($773,182), loss from discontinued
operations of $400,000, depreciation of $514 , noncash investment loss of
$1,154, changes in inventory of ($15,194), prepaid expenses of ($12,223 ),
deposit of ($1,300), other receivable of ($15,453) and accounts payable and
accrued liabilities of $86,166 .





We had
net cash used by investing activities of ($417,266) for the year ended June 30,
2009, which consisted of purchase of property and equipment of ($7,772),
investment in trading securities of ($9,494) and investment in discontinued
operations of ($400,000).


9





We had
$142,363 in net cash provided by financing activities for the year ended June
30, 2009, which consisted of common stock issued for cash of $94,470, and loan
from related party of $47,893.





From July
1, 2008 to June 30, 2009, we sold 225,000 shares of our Common Stock in two
offerings, without any involvement of underwriters or broker-dealers, to 12
investors in consideration for an aggregate amount of $92,470. The price
per share was $0.50 and $0.25 in the two offerings.





Historically
our cash has been provided by issuance of common stock and loan from related
party. As we expand, we may need to make sizeable cash commitments to secure
inventory, and the impact of this potential trend on our business is uncertain.
Our mix of capital resources has shifted from short-term debt to equity-based
financing as we became a public company, which caused dilution of current
shareholders. Because we keep minimal inventories and receivables, the
predominant component of our liquidity is our cash on hand. We also anticipate
that continued growth of our company will require a substantial increase in
capital needs. We believe that we can better serve these future capital
requirements by issuing equity.





We
suffered losses of $773,182 and $54,950 in 2008 and 2007, respectively, had an
accumulated deficit of $828,132 and a working capital surplus of $8,180 at June
30, 2009. Our ability to continue as a going concern is dependent upon our
ability to successfully accomplish our business plans and secure additional
funding sources and attaining profitable operations.  We do not have any
commitments or identified sources of additional capital from third parties or
from our officers, directors or majority shareholders. Additional financing may
not be available to us on favorable terms, if at all.





Cash
Requirements





We’ve
formed a new wholly-owned subsidiary, Niusule Bioengineering (Hangzhou) Co.,
Ltd., to sell PlantFusion protein, Gummy Bears and various health food and
related products which we intend to import from the U.S in the People’s Republic
of China. We own 100% of the Subsidiary. All the activities of the Subsidiary
will be carried on in accordance with the laws, decrees, rules and regulations
of the Peoples’ Republic of China. The Subsidiary takes the form of a limited
liability company. The Subsidiary will continue 30 years commencing the date on
which the business license of the Subsidiary is issued. If the Subsidiary is
liquidated the properties of the Subsidiary will be distributed to
us.





We will
be liable for the Subsidiary’s debts only to the extent of its registered
capital. Initially, the total investment in the Subsidiary is set at $1,000,000,
of which $290,000 as registered capital. Registered capital constitutes a form
of shareholder equity required to form the Subsidiary, and we will be unable to
withdraw under ordinary circumstances during the lifetime of the
Subsidiary.





We
currently have sufficient financial resources to fund our initial financial
obligation under the Articles of the Subsidiary. We have contributed $500,000
and the remaining contribution does not have to be paid until two years after
issuance of the business license. We anticipate raising this amount through a
future offering of our securities, loans from our officers or directors or third
parties, or some combination thereof. We currently have no agreement, commitment
or understanding for securing this additional funding.


10


For the
next 12 months, we intend to provide funding for the following:





PlantFusion
      protein product liquid fund
                  
                  $
                  1,000,000Gummy
      Bears product liquid fund
                  
                  $
                  2,000,000Investment
      in Niusule Health Food Station(internet)
                  
                  $
                  50,000Investment
      in Niusule Health Food Shop
                  
                  $
                  500,000Investment
      in Niusule Bioengineering (Hangzhou) Co., Ltd
                  
                  $
                  500,000Advertisements
                  
                  $
                  1,200,000General
      and Administrative Expenses
                  
                  $
                  800,000Fees
      of attorney, CPA, auditor, etc
                  
                  $
                  200,000





We intend
to provide funding for the above through a combination of the private placement
of its equity securities, the public sales of its equity securities and limited
borrowing from banks both in China and U.S. We have no agreement, commitment or
understanding to secure any such funding





As of the
date of this report, we have sufficient funds to maintain minimal
operations.





Our
independent auditors have indicated that there is uncertainty regarding our
ability to import and sell our products in China and all over Asia without
additional financing.  We have a history of operating losses, limited funds
and no agreements, commitments or understandings to secure additional financing.
Management's plan for our continued existence includes selling additional stock
through private placements and borrowing additional funds to pay for
construction of our plant until we commence production and sales. Our future
success of is dependent upon our ability to achieve profitable operations,
generate cash from operating activities and obtain additional financing. There
is no assurance that we will be able to generate sufficient cash from
operations, sell additional shares of common stock or borrow additional funds.
Our inability to obtain additional cash could have a material adverse affect on
our financial position, results of operations and its ability to continue in
existence.





Accordingly,
our accountants have indicated there is substantial doubt about our ability to
continue as a going concern over the next twelve months. Revenues have not been
sufficient to cover operating costs and to allow us to continue as a going
concern. Our poor financial condition could inhibit our ability to continue in
business or achieve our business plan.





Off-Balance Sheet
Arrangements





None





Commitments and
Contingencies





The
Company leases its main operating facilities under an operating lease which
expires March 31, 2012. The Company also provides housing Total rent expense for
the years ended June 30, 2009 and 2008 was $8,977 and $0,
respectively.





Minimum
future lease payments under these leases are as follows for the years ended June
30:





2010
                  
                  $
                  15,6002011
                  
                  
                  15,6002012
                  
                  
                  11,700Total
                  
                  $
                  42,900


11





Summary of Critical
Accounting Estimates





Revenue recognition:
The Company generally recognizes product revenue when persuasive evidence of an
arrangement exists, delivery has occurred, the fee is fixed or determinable, and
collectability is probable. In instances where the final acceptance of the
product is specified by the customer, revenue is deferred until all acceptance
criteria have been met. Customers’ prepayments are deferred until products are
shipped and accepted by the customers. No provisions were established for
estimated product returns and allowances based on the Company’s historical
experience.





Inventories:
Inventories consist of finished goods and are stated at the lower of cost or
market, using the first-in, first-out method.





Investment in Trading
Securities: Investment in trading securities consist of trading
securities, stated at fair value, with gains or losses resulting from changes in
fair value recognized currently in earnings.





Fair Value
Measurements:On January 1, 2008, the
Company adopted the provision of SFAS No. 157, "Fair Value Measurements,"
except as it applies to those nonfinancial assets and nonfinancial liabilities
for which the effective date ahs been delayed by one year. The Company measures
at fair value certain financial assets and liabilities, including its marketable
securities trading





SFAS No.
157 establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1 measurements) and the lowest priority to unobservable
inputs (Level 3 measurements). The three levels of the fair value hierarchy
under SFAS No. 157 are described below:





·
            Level
      1   Unadjusted quoted prices in active markets that are
      accessible at the measurement date for identical, unrestricted assets or
      liabilities;





·
            Level
      2   Quoted prices in markets that are not active, or inputs
      that are observable, either directly or indirectly, for substantially the
      full term of the asset or
liability;





·
            Level
      3   Prices or valuation techniques that require inputs that
      are both significant to the fair value measurement and unobservable
      (supported by little or no market
activity).





The
adoption of SFAS 157 did not have a material effect on the Company’s financial
position or results of operations.





Foreign currency
translation:  The financial position and results of operations
of our foreign operations are measured using the foreign operation’s local
currency as the functional currency. Revenues and expanses of such subsidiaries
have been translated into U.S. dollars at average exchange rates prevailing
during the period. Assets and liabilities have been translated at the rates of
exchange on the balance-sheet date. The resulting translation gain and loss
adjustment are recorded directly as a separate component of shareholder’s
equity.


12


Income Taxes: Income
tax expense is based on pretax financial accounting income. Deferred tax assets
and liabilities are recognized for the expected tax consequences of temporary
differences between the tax bases of assets and liabilities and their reported
amounts.





We also
adopted Financial Accounting Standards Board (“FASB”) Interpretation
No.  FIN 48, “Accounting for Uncertainty in Income Taxes”, and FSP FIN
48-1 which amended certain provisions of FIN 48. FIN 49 clarifies the accounting
for uncertainty in income taxes recognized in the financial statements in
accordance with SFAS No. 109, “Accounting for Income Taxes.” Fin 48 provides
that a tax benefit from un certain tax position may be recognized when it is
more likely than not that the position will be sustained upon examination,
including resolutions of any related appeals or litigation processes, based on
the technical merits. Income tax positions must meet a more-likely-than-not
recognition threshold at the effective date to be recognized upon the adoption
of FIN 48 and in subsequent periods. This interpretation also provides guidance
on measurement, de-recognition, classification, interest and penalties,
accounting in interim periods, disclosure and transition.





In
connection with the adoption of FIN 48, we analyzed the filing positions in all
of the federal, state and foreign jurisdictions where we and our subsidiaries
are required to file income tax returns, as well as all open tax years in these
jurisdictions. We adopted the policy of recognizing interest and penalties, if
any, related to unrecognized tax positions as income tax expense. We did not
have any unrecognized tax positions or benefits and there was no effect on the
financial condition or results of operations for the years ended June 30, 2009
and 2008.





Item
7A.  Quantitative and Qualitative Disclosures About Market
Risk





Not
required.





Item
8.  Financial Statements and Supplementary Data.




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





13


HAROLD Y. SPECTOR,
      CPA
                SPECTOR, WONG & DAVIDIAN, LLP
                70 SOUTH LAKE
      AVENUECAROL
      S. WONG, CPA
                Certified
      Public Accountants
                SUITE
      630Z.
      DAVID DAVIDIAN, CPA
                1-
      (888) 584-5577
                PASADENA,
      CA
      91101FAX
      (626) 584-6447admin@swdcpa.com
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Board of Directors and
 Stockholders
of Niusule Biotech Corp.
 
 We have
audited the accompanying consolidated balance sheets of Niusule Biotech Corp. as
of June 30, 2009 and 2008, and the related consolidated statements of
operations, stockholders’ equity, and cash flows for the period from Inception
April 8, 2008 to June 30, 2008 and for the year ended June 30, 2009. Niusule
Biotech Corp.’s management is responsible for these financial statements. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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 positions of Niusule Biotech Corp. as of
June 30, 2009 and 2008, and the results of its operations and its cash flows for
period from Inception April 8, 2008 to June 30, 2008, and for the year ended
June 30, 2009 in conformity with accounting principles generally accepted in the
United States of America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company’s significant operating losses
raise substantial doubt about its ability to continue as a going concern.
Management’s plans regarding those matters also are described in Note 2 to the
consolidated financial statements. The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
 
 /s/Spector,
Wong & Davidian, LLP
 Pasadena,
California
 October
6, 2009
  14
  NIUSULE
BIOTECH CORPORATION
 
 CONSOLIDATED
BALANCE SHEETS
 
 As of
                          
                          June 30,
                          
                          
                          June 30,2009
                          
                          
                          2008ASSETSCurrent
      AssetsCash
                          
                          $
                          89,295
                          
                          
                          $
                          693,716Inventory
                          
                          
                          15,194
                          
                          
                          
                          -Investment
      in trading securities, cost of $9,494
                          
                          
                          8,340
                          
                          
                          
                          -Other
      receivable
                          
                          
                          15,453
                          
                          
                          
                          -Prepaid
      expenses
                          
                          
                          12,223
                          
                          
                          
                          -Total
      Current Assets
                          
                          
                          140,505
                          
                          
                          
                          693,716Property
      and equipment, net of accumulated depreciationof
      $514 and $0 for June 30, 2009 and June 30, 2008,
    respectively
                          
                          
                          8,403
                          
                          
                          
                          1,145Other
      AssetsDeposit
                          
                          
                          1,300
                          
                          
                          
                          -Total
      Other Assets
                          
                          
                          1,300
                          
                          
                          
                          -TOTAL
      ASSETS
                          
                          $
                          150,208
                          
                          
                          $
                          694,861LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable
                          
                          $
                          25,000
                          
                          
                          $
                          -Accounts
      payable - Related parties
                          
                          
                          -
                          
                          
                          
                          8,064Accrued
      liabilities
                          
                          
                          20,264
                          
                          
                          
                          8,202Other
      payable
                          
                          
                          39,168
                          
                          
                          
                          -Short-term
      notes payable to related party
                          
                          
                          47,893
                          
                          
                          
                          -Total
      Current Liabilities
                          
                          
                          132,325
                          
                          
                          
                          16,266Long
      Term LiabilityLong-term
      notes payable to related party
                          
                          
                          -
                          
                          
                          
                          450,000Total
      Long Term Liability
                          
                          
                          -
                          
                          
                          
                          450,000TOTAL
      LIABILITIES
                          
                          
                          132,325
                          
                          
                          
                          466,266Stockholders'
      EquityCommon
      stock, $0.001 par value; 100,000,000shares
      authorized;  51,169,000 shares and 50,944,000
    shares
                          
                          
                          51,169
                          
                          
                          
                          50,944issued
      and outstandingPreferred
      stock, $0.001 par value; 10,000,000 shares authorized,
                          
                          
                          -
                          
                          
                          
                          -none
      issuedStock
      subscriptions
                          
                          
                          2,000
                          
                          
                          
                          -Additional
      paid-in capital
                          
                          
                          792,846
                          
                          
                          
                          232,601Accumulated
      deficit
                          
                          
                          (828,132
                          )
                          
                          
                          (54,950
                          )Total
      Stockholders' Equity
                          
                          
                          17,883
                          
                          
                          
                          228,595TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                          
                          $
                          150,208
                          
                          
                          $
                          694,861
 
 The
accompanying notes are an integral part of these consolidated financial
statements
  15
  NIUSULE
BIOTECH CORPORATION
 
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 
 For the Year
                      
                      
                      For period fromended
                      
                      
                      Inception April 8, 2008June30,2009
                      
                      
                      throughJune30,2008Sales
                      
                      $
                      55,726
                      
                      
                      $
                      -Cost
      of  Sale
                      
                      
                      30,155
                      
                      
                      
                      -Gross
      Profit
                      
                      
                      25,571
                      
                      
                      
                      -Selling,
      General and Administrative Expenses
                      
                      
                      341,941
                      
                      
                      
                      53,431Operating
      Loss
                      
                      
                      (316,370
                      )
                      
                      
                      (53,431
                      )Other
      Income (Expenses)Interest
      expense
                      
                      
                      (27,592
                      )
                      
                      
                      (3,452
                      )Interest
      income and others
                      
                      
                      3,380
                      
                      
                      
                      1,933Losses
      on trading securities, net
                      
                      
                      (31,800
                      )
                      
                      
                      -Total
      Other Income (Expenses)
                      
                      
                      (56,012
                      )
                      
                      
                      (1,519
                      )Loss
      from continuing operations before Income taxes
                      
                      
                      (372,382
                      )
                      
                      
                      (54,950
                      )Provision
      for income taxes
                      
                      
                      (800
                      )
                      
                      
                      -Loss
      from discontinued operations
                      
                      
                      (400,000
                      )
                      
                      
                      -Net
      Loss
                      
                      $
                      (773,182
                      )
                      
                      $
                      (54,950
                      )Net
      Loss Per Share-Basic and Diluted
                      
                      $
                      (0.02
                      )
                      
                      $
                      (0.00
                      )Weighted
      Average Number of Shares
                      
                      
                      51,112,750
                      
                      
                      
                      37,665,831
 
 The
accompanying notes are an integral part of these consolidated financial
statements
  16
  NIUSULE
BIOTECH CORPORATION
 
 CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
 For
the Period from Inception April 8, 2008 to June 30, 2009
 
 Common Stock
                            
                            
                            Additional
                            
                            
                            Stock
                            
                            
                            AccumulatedShares
                            
                            
                            Amount
                            
                            
                            PaidinCapital
                            
                            
                            Subscriptions
                            
                            
                            Deficit
                            
                            
                            TotalBalance
      at April 8, 2008 (Inception)
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -Issuance
      of Common Stock for cash
                            
                            
                            50,844,000
                            
                            
                            
                            50,844
                            
                            
                            
                            207,701
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            258,545Issuance
      of Common Stock for services
                            
                            
                            100,000
                            
                            
                            
                            100
                            
                            
                            
                            24,900
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            25,000Net
      loss for the fiscal year  endedJune
      30, 2008
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (54,950
                            )
                            
                            
                            (54,950
                            )Balance
      at June 30, 2008
                            
                            
                            50,944,000
                            
                            
                            
                            50,944
                            
                            
                            
                            232,601
                            
                            
                            
                            -
                            
                            
                            
                            (54,950
                            )
                            
                            
                            228,595Issuance
      of Common Stock for cash
                            
                            
                            225,000
                            
                            
                            
                            225
                            
                            
                            
                            92,245
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            92,470Cancellation
      related party debt
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            468,000
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            468,000Stock
      Subscriptions
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            2,000
                            
                            
                            
                            
                            
                            
                            
                            2,000Net
      loss for the fiscal year endedJune
      30, 2009
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (773,182
                            )
                            
                            
                            (773,182
                            )Balance
      at June 30, 2009
                            
                            
                            51,169,000
                            
                            
                            $
                            51,169
                            
                            
                            $
                            792,846
                            
                            
                            $
                            2,000
                            
                            
                            $
                            (828,132
                            )
                            
                            $
                            17,883
 
 The
accompanying notes are an integral part of these consolidated financial
statements
  17
  NIUSULE
BIOTECH CORPORATION
 
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 
 For
      period fromFor
      the year ended
                      
                      
                      Inception
      April 8, 2008June
      30, 2009
                      
                      
                      through
      June 30, 2008Cash
      Flow from Operating Activities:Net
      loss
                      
                      $
                      (773,182
                      )
                      
                      $
                      (54,950
                      )Adjustment
      to reconcile net loss tonet
      cash used by operating activities:Loss
      from discontinued operations
                      
                      
                      400,000
                      
                      
                      
                      -Noncash
      investment loss
                      
                      
                      1,154
                      
                      
                      
                      -Depreciation
                      
                      
                      514
                      
                      
                      
                      -Issuance
      of stock for services
                      
                      
                      -
                      
                      
                      
                      25,000(Increase)
      Decrease in:Inventory
                      
                      
                      (15,194
                      )
                      
                      
                      -Other
      receivable
                      
                      
                      (15,453
                      )
                      
                      
                      -Deposit
                      
                      
                      (1,300
                      )
                      
                      
                      -Prepaid
      expenses
                      
                      
                      (12,223
                      )
                      
                      
                      -Increase
      (Decrease) in:
                      
                      
                      -
                      
                      
                      
                      -Accounts
      payable
                      
                      
                      25,000
                      
                      
                      
                      -Accounts
      payable - Related party
                      
                      
                      (8,064
                      )
                      
                      
                      8,064Accrued
      Liabilities
                      
                      
                      30,062
                      
                      
                      
                      8,202Other
      payable
                      
                      
                      39,168
                      
                      
                      
                      -Net
      Cash Used in Operating Activities
                      
                      
                      (329,518
                      )
                      
                      
                      (13,684
                      )Cash
      Flow from Investing Activities:Purchase
      of property and equipment
                      
                      
                      (7,772
                      )
                      
                      
                      (1,145
                      )Investment
      in equity investee
                      
                      
                      (553,036
                      )
                      
                      
                      -Return
      of investment capital
                      
                      
                      553,036
                      
                      
                      
                      -Investment
      in trading securites
                      
                      
                      (9,494
                      )
                      
                      
                      -Investment
      in discontinued operations
                      
                      
                      (400,000
                      )
                      
                      
                      -Net
      Cash Used in Investing Activities
                      
                      
                      (417,266
                      )
                      
                      
                      (1,145
                      )Cash
      Flow from Financing Activities:Proceeds
      from sale of stock
                      
                      
                      94,470
                      
                      
                      
                      258,545Borrowing
      from related party
                      
                      
                      47,893
                      
                      
                      
                      450,000Net
      Cash Provided by Financing Activities
                      
                      
                      142,363
                      
                      
                      
                      708,545Net
      Increase (Decrease) in Cash
                      
                      
                      (604,421
                      )
                      
                      
                      693,716Cash
      Balance at Beginning of Period
                      
                      
                      693,716
                      
                      
                      
                      -Cash
      Balance at End of Period
                      
                      
                      89,295
                      
                      
                      
                      693,716Supplemental
      Disclosures:Interest
      Paid
                      
                      $
                      -
                      
                      
                      $
                      -Taxes
      Paid
                      
                      $
                      -
                      
                      
                      $
                      -Non-cash
      DisclosureCancellation
      of debt from related party
                      
                      $
                      468,000
                      
                      
                      $
                      -
 
 The
accompanying notes are an integral part of these consolidated financial
statements
  18
 NIUSULE
BIOTECH CORPORATION
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
 
 Niusule
Biotech Corporation (“the Company”) was incorporated in the State of Nevada on
April 8, 2008.
 
 On April
11, 2008, the Company entered into a joint venture agreement with a Chinese real
estate corporation to form a joint venture company in China. Niusule will
manufacture and sell biopharmaceutical health foods and related products through
this joint venture. Due to the economic and health food market conditions in
China in 2008, the Company has adjusted its strategy in 2009 and decided to
refocus its short-term business plan to meet what it perceive as the urgent need
to provide high quality health food to Chinese people.  In March 2009, the
Company withdrew the investment in the joint venture and formed a new
wholly-owned subsidiary, Niusule Bioengineering (Hangzhou) Co. Ltd. The Company
aims to sell high quality U.S. health food to Chinese market and speed up the
trade between China and U.S.
  The
Company has received the Approval to wholesale and retail health food products
in the People’s Republic of China on March 4, 2009. The Company purchases
PlantFusion protein and Gummy Bears vitamins and ships the products into China
through Niusule Bioengineering (Hangzhou) Co., Ltd and plans to distribute and
promote the products through provincial/municipal dealers.
 
 Principle of
consolidation: The accompanying consolidated financial statements include
the accounts of Niusule Biotech Corporation and its subsidiaries after
elimination of all intercompany accounts and transactions. Certain prior period
balances have been reclassified to conform to the current period
presentation.
 
 Use of estimates: The
preparation of the accompanying consolidated financial statements in conformity
with accounting principles generally accepted in the United States requires
management to make certain estimates and assumptions that directly affect the
results of reported assets, liabilities, revenue, and expenses. Actual results
may differ from these estimates.
 
 Revenue recognition:
The Company generally recognizes product revenue when persuasive evidence of an
arrangement exists, delivery has occurred, the fee is fixed or determinable, and
collectability is probable. In instances where the final acceptance of the
product is specified by the customer, revenue is deferred until all acceptance
criteria have been met. Customers’ prepayments are deferred until products are
shipped and accepted by the customers. No provisions were established for
estimated product returns and allowances based on the Company’s historical
experience.
 
 Cash Equivalents: For
purposes of the statements of cash flows, the Company considers all highly
liquid debt instruments with an original maturity of three months or less to be
cash equivalents.
 
 Concentration of
Cash: The Company places its cash and cash equivalents with high quality
financial institutions. At times, cash balances may be in excess of the FDIC
insurance limits. Management considers the risk to be minimal.
 
 Inventories:
Inventories consist of finished goods and are stated at the lower of cost or
market, using the first-in, first-out method.
  19
  NIUSULE
BIOTECH CORPORATION
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
 
 Investment in Trading
Securities: Investment in trading securities consist of trading
securities, stated at fair value, with gains or losses resulting from changes in
fair value recognized currently in earnings.
 
 Fair Value
Measurements:On January 1, 2008, the
Company adopted the provision of SFAS No. 157, "Fair Value Measurements,"
except as it applies to those nonfinancial assets and nonfinancial liabilities
for which the effective date ahs been delayed by one year. The Company measures
at fair value certain financial assets and liabilities, including its marketable
securities trading
 
 SFAS No.
157 establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1 measurements) and the lowest priority to unobservable
inputs (Level 3 measurements). The three levels of the fair value hierarchy
under SFAS No. 157 are described below:
 
 ·
              Level
      1   Unadjusted quoted prices in active markets that are
      accessible at the measurement date for identical, unrestricted assets or
      liabilities;
 
 ·
              Level
      2   Quoted prices in markets that are not active, or inputs
      that are observable, either directly or indirectly, for substantially the
      full term of the asset or
liability;
 
 ·
              Level
      3   Prices or valuation techniques that require inputs that
      are both significant to the fair value measurement and unobservable
      (supported by little or no market
activity).
 
 Fair Value Measurements as of June 30, 2009Total
                              
                              
                              Level1
                              
                              
                              Level2
                              
                              
                              Level3Marketable
      securitiesTrading
      securities
                              
                              $
                              8,340
                              
                              
                              $
                              8,340
                              
                              
                              $
                              0
                              
                              
                              $
                              0
 
 The
adoption of SFAS 157 did not have a material effect on the Company’s financial
position or results of operations.
 
 Foreign currency
translation:  The financial position and results of operations
of Niusule’s foreign operations are measured using the foreign operation’s local
currency as the functional currency. Revenues and expanses of such subsidiaries
have been translated into U.S. dollars at average exchange rates prevailing
during the period. Assets and liabilities have been translated at the rates of
exchange on the balance-sheet date. The resulting translation gain and loss
adjustment are recorded directly as a separate component of shareholder’s
equity.
 
 Property and
Equipment: Property and equipment are valued at cost. Maintenance and
repair costs are charged to expenses as incurred. Depreciation is computed on
the straight-line method based on the estimated useful lives of the assets,
generally 5 to 15 years.  Depreciation expense for the year ended June
30, 2009 and 2008 was $514 and $0, respectively.
 
 Fair value of financial
instruments: All financial instruments are carried at amounts that
approximate estimated fair value.
  20
 NIUSULE
BIOTECH CORPORATION
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
 
 Net Income Per Share:
Basic net income per share is computed using the weighted average number of
common stocks outstanding during the period.  Diluted net income per
share does not differ from basic net income per share as the Company lacks of
dilutive items during the reporting period.
 
 Income Taxes: Income
tax expense is based on pretax financial accounting income. Deferred tax assets
and liabilities are recognized for the expected tax consequences of temporary
differences between the tax bases of assets and liabilities and their reported
amounts.
 
 New Accounting
Pronouncements:  In April 2009, the FASB issued FSP No. FAS
107-1 and APB 28-1, “Interim
Disclosures about Fair Value of Financial Instruments”, andFSP FAS 115-2 and FAS
124-2, “Recognition and
Presentation of Other-Than-Temporary Impairments”. The pronouncements
essentially expand the disclosure about fair value of financial instruments that
were previously required only annually to also be required for interim period
reporting. In addition, the FSP requires certain additional disclosures
regarding the methods and significant assumptions used to estimate the fair
value of financial instruments. These additional disclosures will be required
beginning with the quarter ending June 30, 2009. The company is currently
evaluation the requirements of these additional disclosures.
 
 The FASB
has also issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”, and FASB SP EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating
Securities,” but they will not be applicable to the current operations of
the Company. Therefore a description and the impact on the Company’s
consolidated operations and financial position for each of the pronouncements
above have not been disclosed.
 
 NOTE
2 – GOING CONCERN
 
 The
Company’s consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business.
 
 As
indicated in the accompanying consolidated financial statements, the Company
incurred losses from continuing operations totaling $373,183 and $54,950 for the
years ended June 30, 2009 and 2008, respectively.
 
 Management
of the Company plans to cover current operating costs and to reduce the working
capital deficit through sales growth, cost reduction and equity
financing.
 
 The
ability of the Company to continue as a going concern is dependent on its
ability to meet its financing requirements and the success of its future
operations. The consolidated financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.
  21
  NIUSULE
BIOTECH CORPORATION
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
3 – JOINT VENTURE
 
 On April
11, 2008, Niusule entered into a joint venture agreement with a Chinese real
estate corporation to form a joint venture company in China. Pursuant to the
agreement, Niusule will contribute RMB 9 million (about $1.3 million U.S.
dollar), representing 90% of the registered capital of the joint venture
company. Niusule will manufacture and sell biopharmaceutical health foods and
related products through this joint venture. There was no revenue generated for
this joint venture before March 31, 2009 because the business license of this
joint venture was not issued until July 16, 2008. Through March 31, 2009,
Niusule has contributed $400,000 in the joint venture, representing
approximately 73% interest as of that date. In March 2009, Niusule withdrew the
investment in the joint venture. Niusule’s share of loss in the joint venture
and the loss from discontinued subsidiary were recorded in the financial
statements.
 
 NOTE
4 – PROPERTY AND EQUIPMENT, NET
 
 Property
and equipment consisted of the following:
 
 June 30,
                    
                    
                    June 30,2009
                    
                    
                    2008Furniture
      & Equipment
                    
                    $
                    5,359
                    
                    
                    $
                    1,145Leasehold
      Improvements
                    
                    
                    2,300
                    
                    
                    
                    -Software
                    
                    
                    1,258
                    
                    
                    
                    -8,917
                    
                    
                    
                    1,145Accumulated
      Depreciation
                    
                    
                    (514
                    )
                    
                    
                    -Property
      and Equipment, net
                    
                    $
                    8,403
                    
                    
                    $
                    1,145
 
 NOTE
5 – NOTES PAYABLE-RELATED PARTY
 
 Niusule
borrowed $450,000 from Zhejiang Niusule Biotech which  is due on May
26, 2011 and bears interest at rate of 8% per annum, which rate increases to 16%
if Niusule fails to make the requires payments on this loan. Zhejiang Niusule
Biotech is owned and controlled by Qing Hua Hu, the Chief Executive Officer of
the Company. As of March 31, 2009, Mrs. Hu cancelled the debt of $450,000 and
the related accrued interest. Total cancelled debt of $468,000 was recorded as
additional paid-in capital due to the fact that Ms. Hu controls both companies
involved.
 
 On June
22, 2009, Niusule borrowed $41,445 from Qing Hua Hu which is due June 22, 2010
and bears interest rate from 10% to 20%. The Company also borrowed $6,448 from a
related party. The loan does not have repayment term and bears no interest.
 
 NOTE
6 – INCOME TAXES
 
 Niusule
uses the liability method, where deferred tax assets and liabilities are
determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes. For the twelve months ended June 30, 2009,
the provision of income tax $800 was the annual minimum tax to the state of
California. The net deferred tax asset generated by the loss carry-forward has
been fully reserved.
  22
  NIUSULE
BIOTECH CORPORATION
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
7 – STOCKHOLDERS’ EQUITY
 
 During
the year ended June 30, 2009, the Company sold 225,000 shares of common stock
for the total proceeds of $92,470. The Company also received $2,000 stock
subscriptions which were issued in September.
 
 During
the year ended June 30, 2008, the Company sold 50,000,000 shares of common stock
to its officers and directors at the par value of $0.001 per share. The Company
also sold 844,000 shares for the total proceeds of $208,545 and issued 100,000
shares of common stock for legal services valued at $25,000.
 
 NOTE
8 – GAINS AND LOSSES ON TRADING SECURITIES
 
 The gains
(losses) on trading securities, net were as follows:
 
 For year endedJune 30, 2009Realized
      gain (loss)
                      
                      $
                      (30,646
                      )Unrealized
      holding gain (loss)
                      
                      
                      (1,154
                      )Net
                      
                      $
                      (31,800
                      )
 
 The
Company had no trading securities as of June 30, 2008.
 
 NOTE
9 – NET LOSS PER SHARE
 
 The
following table sets forth the computation of basic and diluted net income per
share:
 
 For period fromFor year
                      
                      
                      Inceptionended
                      
                      
                      April 8, 2008 toJune 30, 2009
                      
                      
                      June 30, 2008Numerator:Net
      loss
                      
                      $
                      (773,183
                      )
                      
                      $
                      (54,950
                      )Denominator:Weighted
      average of common shares
                      
                      
                      51,112,750
                      
                      
                      
                      37,665,831Net
      loss per share-basic and diluted
                      
                      $
                      (0.02
                      )
                      
                      $
                      (0.00
                      )
 
 NOTE
10 – INVESTMENT IN EQUITY INVESTEE
 
 The
company has withdrawn its 35% interest in Anji Meibodeng Ciji Real Estate Corp.
in December 2008.
  23
  NIUSULE
BIOTECH CORPORATION
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
11 – COMMITMENTS AND CONTINGENCIES
 
 Operating
Leases
 
 The
Company leases its main operating facilities under an operating lease which
expires March 31, 2012. The Company also provides
housing to officers. Total rent expense for the years ended June 30, 2009
and 2008 was $8,977 and $0, respectively.
 
 Minimum
future lease payments under these leases are as follows for the years ended June
30:
 
 2010
                    
                    $
                    15,6002011
                    
                    
                    15,6002012
                    
                    
                    11,700Total
                    
                    $
                    42,900
 
 Officer
Indemnification
 
 Under the
Company’s organizational documents, the Company’s officers, employees and
directors are indemnified against certain liability arising out of the
performance of their duties. The Company’s maximum exposure under these
arrangements is unknown as this would involve future claims that may be made
against the Company that have not yet occurred. The Company carries neither
workers compensation nor Director and Officers insurance policies. However,
based on experience, the Company expects any risk of loss to be
remote.
 
 NOTE
12 – RELATED PARTY TRANSACTIONS
 
 The
subsidiary is currently occupying an office space in China for free at a
facility provided by a related party. The related party agreed to provide this
facility for the period from May 1, 2008 to December 12, 2010 and the imputed
rent is determined to be immaterial to the consolidated financial
statements.
 
 As of
June 30, 2009, the Company had a loan receivable of $10,000 from a minority
shareholder. The loan does not carry interest and has no repayment
term.
 
 NOTE
13 – GUARANTEES AND PRODUCT WARRANTIES
 
 The
Company from time to time enters into certain types of contracts that
contingently require the Company to indemnify parties against third party
claims. These contracts primarily relate to: (i) divestiture agreements, under
which the Company may provide customary indemnifications to purchasers of the
Company’s businesses or assets; (ii) certain real estate leases, under which the
Company may be required to indemnify property owners for environmental and other
liabilities, and other claims arising from the Company’s use of the applicable
premises; and (iii) certain agreements with the Company's officers, directors
and employees, under which the Company may be required to indemnify such persons
for liabilities arising out of their employment relationship.
 
 The terms
of such obligations vary. Generally, a maximum obligation is not explicitly
stated. Because the obligated amounts of these types of agreements often are not
explicitly stated, the overall maximum amount of the obligations cannot be
reasonably estimated. Historically, the Company has not been obligated to make
significant payments for these obligations, and no liabilities have been
recorded for these obligations on its consolidated balance sheets as of June 30,
2009 and 2008.
  24
  NIUSULE
BIOTECH CORPORATION
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 In
general, the Company offers a 30-day warranty for most of its products sold. To
date, the Company has not incurred any material costs associated with these
warranties and has not accrued any liabilities related to such obligations in
the financial statements.
 
 NOTE
14 – SUBSEQUENT EVENT
 
 Subsequent
to June 30, 2009, the Company is pending to acquire 40% of a manufacturing and
distribution company in China in exchange for 3,105,800 shares of the Company’s
common stock.
  25
 Item
9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.





On July
29, 2009, Malone & Bailey, PC (“M&B”) was dismissed by vote of the Board
of Directors as Niusule Biotech Corp.’s (“Niusule”) independent registered
public accounting firm.  On the same date, the Board voted to retain
Spector, Wong & Davidian, LLP (“SWD”) as Niusule’s independent registered
public accounting firm.
 
 M&B’s
reports on the financial statements for Niusule’s fiscal year ended June 30,
2008 did not contain any adverse opinion or a disclaimer of
opinion.  The report was not qualified or modified as to uncertainty,
audit scope, or accounting principles, other than an explanatory paragraph with
respect to the Company’s ability to continue as a going concern.
 
 Niusule
had no disagreements with M&B during the period from inception to the end of
its first fiscal year or during the subsequent interim periods preceding the
termination on any matters of accounting principles or practices, financial
statement disclosure, auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of M&B, would have caused M&B to make
reference to the subject matter of such disagreement(s) in connection with its
report.
 
 Niusule
provided M&B with a copy of the disclosures made in response to Item 304(a)
of Regulation S-K and an opportunity to furnish Niusule with a letter addressed
to the Securities and Exchange Commission (“SEC”) containing any new
information, clarification of the expression of Niusule’s views, or the respects
in which it does not agree with the statements made by Niusule
herein.   M&B has provided a letter addressed to the SEC in
response to Item 304(a)(3) of Regulation S-K which is filed as an exhibit to
Form 8-K filed August 4, 2009.





Item
9A(T). Controls and Procedures.





Evaluation of Disclosure
Controls and Procedures





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) at June 30, 2009. This evaluation was carried out under
the supervision and with the participation of our Chief Executive Officer and
Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that, at June 30, 2009, our disclosure
controls and procedures are effective.





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC’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 Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.





The
Company has established disclosure controls and procedures to ensure that
information disclosed in this annual report on Form 10-K was properly recorded,
processed, summarized and reported to the Company’s Board of Directors. A
control system, no matter how well conceived or operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met.





Under the
supervision and with the participation of our management, including our Chief
Executive Officer/Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the
framework stated by the Committee of Sponsoring Organizations of the Treadway
Commission.





The
Company’s Chief Executive Officer/Chief Financial Officer has evaluated the
effectiveness of the Company’s disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2009 and
for the fiscal year ending June 30, 2009 covered by this Annual Report on
Form 10-K. Based upon such evaluation, the Chief Executive Officer/Chief
Financial Officer has concluded that, as of June 30, 2009 and for the fiscal
year ending June 30, 2009, the Company’s disclosure controls and procedures
were not effective as required under Rules 13a-15(e) and 15d-15(e) under the
Exchange Act. This conclusion by the Company’s Chief Executive
Officer/Chief Financial Officer does not relate to reporting periods
after June 30, 2009.





There is
a material weakness in our internal control over financial reporting as of June
30, 2009 and for the fiscal year ending June 30, 2009 covered by the Annual
Report filed on Form 10-K. A material weakness is a deficiency, or a combination
of control deficiencies, in internal control over financial reporting such that
there is a reasonable possibility that a material misstatement of the Company’s
annual or interim financial statements will not be prevented or detected on a
timely basis.


26


The
material weakness relates to the lack of segregation of duties in that our CEO
and CFO are the same person.  In the preparation of
audited financial statements, footnotes and financial data all of our
financial reporting is carried out by our Chief Financial Officer, and we do not
have an audit committee or independent CEO to monitor or review the work
performed.   The lack of segregation of duties results
from lack of a separate Chief Financial Officer with accounting technical
expertise necessary for an effective system of internal control.  Finally,
as soon as our finances allow, we will hire an independent Chief Financial
Officer.





The
Company is in the process of evaluating its material weaknesses, as outlined
above, and has already begun remediation procedures to address these
weaknesses.  In an effort to remediate the identified material
weaknesses and enhance its internal controls, the Company has initiated, or
plans to initiate, the following series of measures:





·
            identify
      a communication process such that transactions entered into by executive
      management are communicated in a timely and effective manner to avoid
      unnecessary financial reporting delays and
  adjustments;





·
            establish
      comprehensive formal general accounting policies and procedures and
      require employees, or consultants in areas such as accounting, reporting
      and administration, to facilitate sign off of such policies and procedures
      with executive management as documentation of their understanding of and
      compliance with Company policies;
and





·
            finalize
      formal policies governing accounting transaction and financial reporting
      processes which were started as part of this
  endeavor.





The
Company continued to have the material weaknesses outlined above throughout
2008; however due to increased personnel in 2009, the Company believes that it
will be able to implement the above remedial measures by June 30,
2010.  Additionally, the Company plans to test its updated internal
control over financial reporting by June 30, 2010.





This
annual report does not include an attestation report of the Company s registered
public accounting firm regarding internal control over financial reporting.
Management s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management’s report in this Annual Report on Form 10-KSB.





Changes in Internal Control
Over Financial Reporting





No change
in the Company s internal control over financial reporting occurred during the
year ended June 30, 2009, that materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.





Item
9B.  Other Information





None


27


PART
III





ITEM
10.  Directors, Executive Officers And Corporate
Governance





The board
of directors elects our executive officers annually. A majority vote of the
directors who are in office is required to fill vacancies. Each director shall
be elected for the term of one year, and until his successor is elected and
qualified, or until his earlier resignation or removal. Our director and
executive officer is as follows:





Name
              
              Age
              
              PositionQinghua
      Hu
              
              41
              
              Chairman
      of the Board, CEO and CFOFang
      He
              
              35
              
              DirectorGuo
      Jun Huang
              
              52
              
              Manager
      of the Subsidiary_Shan
      Jing Yao
              
              52
              
              CTOKheng
      Chew Tsang
              
              45
              
              Director





Qinghua
Hu





She
joined us as Chairman of the Board at inception. From November 2007 to April
2008, she was CEO of Zhejiang Niusule Biotech Corp., a company engaged in the
business of agricultural cultivation, production, sale and storage of food
products other than those activities and products in which we and our Joint
Venture will be involved. From June 2001 to October 2007,she was the general
manager of Architecture of Metropolitan Post, an architecture design firm. From
July 1997 to May 2001, she was a student in the U.S. From February 1993 to June
1997, she was department director of China Petroleum and Chemical Company, in
charge of an oil tank project in Shenzhen China.





Fang He





Fang He
is a Director since January 5, 2009 and is Manager of Information Management
Dept of the Corporation, a position she has held since June 2008.From July 1996 to May
2008, she was Manager of Export Department of Zhejiang Arts & Crafts Imp
& Exp Co. Ltd, an arts & crafts importer and
exporter.





Guo Jun
Huang





On July
1, 2009, Guo Jun Huang was elected Manager of Niusule Bioengineering (Hangzhou)
Co., Ltd., our subsidiary.  From March 2008 to June 2009, Guo Jun
Huang was owner of RS Union, Inc., an internet retailer.  From May
1996 to February 2008, Guo Jun Huang was owner of AC Embroidry Inc., a
wholesale/retail clothing retailer.





Shanjing
Yao





Shanjing
Yao joined us in April 2008 as CTO (part-time).  Since November 1984,
he has been  assistant,  lecturer, associate professor,
professor of Biochemical Engineering of Zhejiang University.  He
received a Bachelor of Engineering, Zhejiang University, 1982; a Master of
Science, Zhejiang University, 1984 and a Dr. rer. Nat, Technical University of
Berlin, 1995.





Kheng Chew
Tsang





Kheng
Chew Tsang became a Director in September 2009.  From January 2001 to
date, he has been president of AMP  (USA) Co.,Ltd, an architecture
design firm.


28


Family
Relationship





Qinghua
Hu and Kheng Chew Tsang are husband and wife.





Legal
Proceedings





No
officer, director, promoter or significant employee has been involved in the
last five years in any of the following:






            Any
      bankruptcy petition filed by or against any business of which such person
      was a general partner or executive officer either at the time of the
      bankruptcy or within two years prior to that
  time;






            Any
      conviction in a criminal proceeding or being subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);






            Being
      subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      and






            Being
      found by a court of competent jurisdiction (in a civil action), the
      Commission or the Commodity Futures Trading Commission to have violated a
      federal or state securities or commodities law, and the judgment has not
      been reversed, suspended, or
vacated.





Item
11.  Executive Compensation.





The
following table sets forth the compensation paid to our executive officers
during fiscal year ended June 30, 2008 (collectively, the “Named Executive
Officers”):


29


Summary Compensation
Table


Non-Equity
                          
                          
                          Non-QualifiedName and
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          Incentive
                          
                          
                          DeferredPrincipal
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          Stock
                          
                          
                          Option
                          
                          
                          Plan
                          
                          
                          Compensation
                          
                          
                          All OtherPosition
                          
                          Year
                          
                          Salary
                          
                          
                          Bonus
                          
                          
                          Awards
                          
                          
                          Awards
                          
                          
                          Compensation
                          
                          
                          Earnings
                          
                          
                          Compensation
                          
                          
                          Total($)
                          
                          
                          ($)
                          
                          
                          ($)
                          
                          
                          ($)
                          
                          
                          ($)
                          
                          
                          ($)
                          
                          
                          ($)
                          
                          
                          ($)Quinghua
      HuPresident/CEO
                          
                          2008
                          
                          
                          20,000
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          20,0002009
                          
                          
                          36,000
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          36,000





Compensation
Agreements





We have
the following oral compensation agreements:





Mrs.
      Qinghua Hu, Chairman of the Board
                              
                              $
                              36,000.00/per year




Summary Equity Awards
Table




The
following table sets forth certain information for our executive officers
concerning unexercised options, stock that has not vested, and equity incentive
plan awards as of June 30, 2009.





OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDName
                            
                            Number
                              of
                              Securities
                              Underlying
                              Unexercised
                              Options
                              (#)
                              Exercisable
                            
                            
                            Number of
                              Securities
                              Underlying
                              Unexercised
                              Options
                              (#)
                              Unexercisable
                            
                            
                            Equity
                              IncentivePlan
                              Awards:
      Number
                              of
                              Securities
                              Underlying
                              Unexercised
                              Unearned
                              Options (#)
                            
                            
                            Option
                              Exercise
                              Price
                              ($)
                            
                            
                            Option
                              Expiration
                              Date
                            
                            
                            Number
                              of
                              Shares
                              or
                              Units
                              of
                              Stock
                              That
                              Have
                              Not
                              Vested
                              (#)
                            
                            
                            Market
                              Value
                              of
                              Shares
                              or
                              Units
                              of
                              Stock
                              That
                              Have
                              Not
                              Vested
                              ($)
                            
                            
                            Equity
                              Incentive
                              Plan
                              Awards:
                              Number
                              Of
                              Unearned
                              Shares,
                              Units or
                              Other
                              Rights
                              That
                              Have
                              Not
                              Vested
                              (#)
                            
                            
                            Equity
                              Incentive
                              Plan
                              Awards:
                              Market
                              or
                              Payout
                              Value
                              of
                              Unearned
                              Shares,
                              Units or
                              Other
                              Rights
                              That
                              Have
                              Not
                              Vested
                              ($)Quinghua
      Hu
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0


30


Director Compensation
Table





Change
      inPensionValue
      andNon-Equity
                  
                  
                  Non-QualifiedFees Earned
                  
                  
                  
                  
                  
                  
                  
                  
                  Incentive
                  
                  
                  Deferredor Paid
                  
                  
                  Stock
                  
                  
                  Option
                  
                  
                  Plan
                  
                  
                  Compensation
                  
                  
                  All OtherName
                  
                  in Cash
                  
                  
                  Awards
                  
                  
                  Awards
                  
                  
                  Compensation
                  
                  
                  Earnings
                  
                  
                  Compensation
                  
                  
                  Total($)
                  
                  
                  ($)
                  
                  
                  ($)
                  
                  
                  ($)
                  
                  
                  ($)
                  
                  
                  ($)
                  
                  
                  ($)Quinghua
      Hu
                  
                  $
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0Fang
      He
                  
                  $
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0Kheng
      Chew Tsang
                  
                  $
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0





Item
12.  Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.





As of the
date of this Annual Report, the following table sets forth certain information
with respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock and
by each of our current directors and executive officers. Each person has sole
voting and investment power with respect to the shares of common stock, except
as otherwise indicated. Beneficial ownership consists of a direct interest in
the shares of common stock, except as otherwise indicated. As of the date of
this Annual Report, there are 51,189,000 shares of common stock issued and
outstanding.





The
following tables set forth the ownership, as of the date of this prospectus, of
our common stock by each person known by us to be the beneficial owner of more
than 5% of our outstanding common stock, our directors, and our executive
officers and directors as a group. To the best of our knowledge, the persons
named have sole voting and investment power with respect to such shares, except
as otherwise noted. There are not any pending or anticipated arrangements that
may cause a change in control.




The
information presented below regarding beneficial ownership of our voting
securities has been presented in accordance with the rules of the Securities and
Exchange Commission and is not necessarily indicative of ownership for any other
purpose. Under these rules, a person is deemed to be a "beneficial owner" of a
security if that person has or shares the power to vote or direct the voting of
the security or the power to dispose or direct the disposition of the security.
A person is deemed to own beneficially any security as to which such person has
the right to acquire sole or shared voting or investment power within 60 days
through the conversion or exercise of any convertible security, warrant, option
or other right. More than one person may be deemed to be a beneficial owner of
the same securities. The percentage of beneficial ownership by any person as of
a particular date is calculated by dividing the number of shares beneficially
owned by such person, which includes the number of shares as to which such
person has the right to acquire voting or investment power within 60 days, by
the sum of the number of shares outstanding as of such date plus the number of
shares as to which such person has the right to acquire voting or investment
power within 60 days. Consequently, the denominator used for calculating such
percentage may be different for each beneficial owner. Except as otherwise
indicated below and under applicable community property laws, we believe that
the beneficial owners of our common stock listed below have sole voting and
investment power with respect to the shares shown. The business address of the
shareholders is room 1301-2 Central Bldg., #271 S. Hushu Rd., Hangzhou,
China.


31





Name
                    
                    Number of Shares of
                      Common Stock
                      Benefically Owned
                    
                    Percentage of Common
                      Stock Beneficially
                      OwnedQinghua
      Hu
                    
                    
                    50,000,000
                    
                    97.7
                    %Khengchew
      Tsang
                    
                    
                    50,000,000
                    
                    97.7
                    %All
      officers and directors as a group [2 persons]
                    
                    
                    50,000,000
                    
                    97.7
                    %




Qinghua
Hu and Khengchew Tsang are husband and wife and as such they are each
deemed to be beneficial owners of the stock owned directly or beneficially by
their spouse. Qinghua Hu owns 42,500,000 shares and Khengchew Tsang owns
7,500,000 shares directly.





This
table is based upon information derived from our stock records. Unless otherwise
indicated in the footnotes to this table and subject to community property laws
where applicable, each of the shareholders named in this table has sole or
shared voting and investment power with respect to the shares indicated as
beneficially owned. Except as set forth above, applicable percentages are based
upon 51,189,000 shares of common stock outstanding as of September 27,
2009.





Item
13.  Certain Relationships and Related Transactions and Director
Independence.





Niusule
borrowed $450,000 from Zhejiang Niusule Biotech which  is due on May
26, 2011 and bears interest at rate of 8% per annum, which rate increases to 16%
if Niusule fails to make the requires payments on this loan. Zhejiang Niusule
Biotech is owned and controlled by Qing Hua Hu, the Chief Executive Officer of
the Company. As of March 31, 2009, Mrs. Hu cancelled the debt of $450,000 and
the related accrued interest. Total cancelled debt of $468,000 was recorded as
additional paid-in capital due to the fact that Ms. Hu controls both companies
involved.





On June
22, 2009, Niusule borrowed $41,445 from Qing Hua Hu which is due June 22, 2010
and bears interest rate from 10% to 20%. The Company also borrowed $6,448 from
Mr. Tsang, a Director. The loan does not have repayment term and bears no
interest.





Director
Independence





Our board
of directors has determined that we do not have a board member that qualifies as
“independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under
the Securities Exchange Act of 1934, as amended, and as defined by Rule
4200(a)(15) of the NASDAQ Marketplace Rules.


32


Item
14.  Principal Accountant Fees and Services.





The
aggregate fees billed by our principal accountant for each of the last two
fiscal years for Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees are
as follows:





Fiscal Year Ended June 30,2008
                          
                          
                          2009Audit
      Fees
                          
                          $
                          4,000
                          
                          
                          $
                          20,600.00Audit-Related
      Fees
                          
                          $
                          3,000
                          
                          
                          $
                          11,502.50Tax
      Fees
                          
                          $
                          -
                          
                          
                          $
                          -All
      Other Fees
                          
                          $
                          -
                          
                          
                          $
                          -





PART
IV





Item
15.  Exhibits.





The
following exhibits are filed with this Annual Report on Form 10-K:





Exhibit
                No.
              
              Description of Exhibit31.1
              
              CEO/CFO
      Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
      200232.1
              
              CEO/CFO
      Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002





SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.




PTN,
      INC.By:
              /s/Quinghua
      HuName:
      Quinghua HuTitle:
      Chief Executive Officer and PresidentDate:
      October 6, 2009





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.





Title
              
              Name
              
              Date
              
              SignaturePrincipal
      ExecutivePrincipal
      AccountingPrincipal
      FinancialOfficer
              
              Quinghua
      Hu
              
              October
      6, 2009
              
              /s/
      Quinghua Hu


33


In
accordance with the Exchange Act, this report has been signed below by the
following persons and in the capacities and on the dates indicated.





SIGNATURE
                
                NAME
                
                TITLE
                
                DATE/s/
      QuinghuaHu
                
                Quinghua
      Hu
                
                Director
                
                October
      6, 2009/s/
      Fang He
                
                Fang
      He
                
                Director
                
                October
      6, 2009/s/
      Kheng
                  Chew
      Tsang
                
                Kheng
      Chew Tsang
                
                Director
                
                October
      6, 2009


34