UNITED STATES


SECURITIES AND EXCHANGE
COMMISSIONp


WASHINGTON, DC 20549





FORM 10-Q





þ
              Quarterly
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended March 31,
2010





orTransition
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934o
              For
      the transition period from ______ to
  ______.




Commission File Number001-34394











SKYSTAR BIO-PHARMACEUTICAL
COMPANY


(Exact name of small business issuer as
specified in its charter)





Nevada
            33-0901534(State
      or other jurisdiction of
            (I.R.S.
      employerincorporation
      or organization)
            identification
      number)





Room
10601, Jiezuo Plaza, No.4, Fenghui Road South,


Gaoxin
District, Xian Province, P.R. China


(Address
of principal executive offices and zip code)





(8629)
8819-3188


(Registrant’s
telephone number, including area code)





Indicateby check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YesþNoo





Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post
such files).  YesoNoo





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




Large
      Accelerated Filer  o
            Accelerated
      Filer  oNon-accelerated
      filer  o
            Smaller
      Reporting Company  þ





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





APPLICABLE ONLY TO CORPORATE
ISSUERS:





As of May 12, 2010, the Registrant had7,106,705 shares of Common Stock
outstanding.








SKYSTAR BIO-PHARMACEUTICAL
COMPANY




FORM 10-Q




INDEX




Page
                          NumberSPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS
                        
                        3PART
      I.  FINANCIAL INFORMATIONItem
      1.
                        Financial
      Statements (unaudited)
                        
                        
                        F-1Consolidated
      Balance Sheets as of March 31, 2010 and December 31, 2009
                        
                        
                        F-1Consolidated
      Statements of Income and Other Comprehensive Income for the Three
      Months Ended March 31, 2010 and 2009
                        
                        
                        F-2Consolidated
      Statements of Shareholders’
      Equity
                        
                        
                        F-3Consolidated
      Statements of Cash Flows for the Three Months Ended March 31, 2010 and
      2009
                        
                        
                        F-4Notes
      to the Consolidated Financial Statements as of March 31,
    2010
                        
                        
                        F-5Item
      2.
                        Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                        
                        
                        4Item
      3.
                        Quantitative
      and Qualitative Disclosures About Market Risk
                        
                        
                        8Item
      4.
                        Controls
      and Procedures
                        
                        
                        9PART
      II.  OTHER INFORMATIONItem
      1.
                        Legal
      Proceedings
                        
                        
                        10Item
      1A.
                        Risk
      Factors
                        
                        
                        10Item
      2.
                        Unregistered
      Sales of Equity Securities and Use of Proceeds
                        
                        
                        11Item
      3.
                        Defaults
      Upon Senior Securities
                        
                        
                        11Item
      4.
                        Reserved
                        
                        
                        11Item
      5.
                        Other
      Information
                        
                        
                        11Item
      6.
                        Exhibits
                        
                        
                        11SIGNATURES
                        
                        
                        14


2


SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS





This report contains forward-looking
statements. All forward-looking statements are inherently uncertain asthey are based on current
expectations and assumptions concerning future events or future performance of
the Company. Readers are cautioned not to place undue reliance on these
forward-looking statements, which are only predictions and speak only as of
thedate hereof. Forward-looking statements
usually contain the words “estimate,”“anticipate,”“believe,”“expect,”or similar expressions, and are subject
to numerous known and unknown risks and uncertainties. In evaluating such
statements, prospective investors should carefully review various
risks and uncertainties identified in this Report, including the matters set
forth under the captions “Risk Factors”and in the Company’s other SEC filings. These risks and
uncertainties could cause the Company’s actual results to differ materially from
those indicated in the forward-looking statements. The Company undertakes no
obligation to update or publicly announce revisions to any forward-looking
statements to reflect future events or developments.





Although forward-looking statements in this Quarterly
Report on Form 10-Q reflect the good faith judgment of our management, such
statements can only be based on facts and factors currently known by us.
Consequently, forward-looking statements are inherently subject torisks and uncertainties, and actual
results and outcomes may differ materially from the results and outcomes
discussed in or anticipated by the forward-looking statements. Factors that
could cause or contribute to such differences in results and outcomesinclude, without limitation, those
specifically addressed under the heading “Risks Relating to Our
Business”below, as well as
those discussed elsewhere in this Quarterly Report. Readers are urged not to
place undue reliance on these forward-looking statements, which speak only as of the date of
this Quarterly Report. We file reports with the SEC. You can read and copy any
materials we file with the SEC at the SEC’s Public Reference Room, 100 F. Street,
NE, Washington, D.C. 20549 on official business days during the hours of 10 a.m. to 3 p.m. You
can obtain additional information about the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an
Internet site (www.sec.gov) that contains reports, proxy andinformation statements, and other
information regarding issuers that file electronically with the SEC, including
the Company.




We undertake no obligation to revise or
update any forward-looking statements in order to reflect any event or
circumstance thatmay arise
after the date of this Quarterly Report. Readers are urged to carefully review
and consider the various disclosures made throughout the entirety of this
Quarterly Report, which attempt to advise interested parties of the risks and
factors thatmay affect our business, financial
condition, results of operations and prospects.


3




PART I.  FINANCIAL
INFORMATION




Item1.      Financial
Statements





SKYSTAR
BIO-PHARMACEUTICAL COMPANY AND SUBSIDIARIES





CONSOLIDATED
BALANCE SHEETS




March 31,
                                                                                                          
                                                                                                          
                                                                                                          December 31,2010
                                                                                                          
                                                                                                          
                                                                                                          2009UnauditedASSETSCURRENT
      ASSETS:Cash
                                                                                                          
                                                                                                          $
                                                                                                          5,911,415
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          11,699,398Accounts
      receivable, net of allowance for doubtful accounts of $327,857 and
      $327,857 as of March 31, 2010 and December 31, 2009,
      respectively
                                                                                                          
                                                                                                          
                                                                                                          3,447,078
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          4,383,187Inventories
                                                                                                          
                                                                                                          
                                                                                                          4,996,515
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          4,074,645Deposits
      and prepaid expenses
                                                                                                          
                                                                                                          
                                                                                                          12,173,047
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          11,900,314Other
      receivables
                                                                                                          
                                                                                                          
                                                                                                          572,641
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          490,712Total
      current assets
                                                                                                          
                                                                                                          
                                                                                                          27,100,696
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          32,548,256PLANT
      AND EQUIPMENT, NET
                                                                                                          
                                                                                                          
                                                                                                          10,415,008
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          8,829,058CONSTRUCTION-IN-PROGRESS
                                                                                                          
                                                                                                          
                                                                                                          9,741,767
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          9,389,120OTHER
      ASSETS:Long-term
      prepayments
                                                                                                          
                                                                                                          
                                                                                                          13,276,071
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          7,980,307Intangible
      assets, net
                                                                                                          
                                                                                                          
                                                                                                          1,768,771
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,860,172Total
      other assets
                                                                                                          
                                                                                                          
                                                                                                          15,044,842
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          9,840,479Total
      assets
                                                                                                          
                                                                                                          $
                                                                                                          62,302,313
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          60,606,913LIABILITIES
      AND SHAREHOLDER'S EQUITYCURRENT
      LIABILITIES:Accounts
      payable
                                                                                                          
                                                                                                          $
                                                                                                          421,031
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          297,567Other
      payable and accrued expenses
                                                                                                          
                                                                                                          
                                                                                                          694,400
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          917,284Short-term
      loans
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          220,050Short-term
      loans from shareholders
                                                                                                          
                                                                                                          
                                                                                                          110,025
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          110,025Deposits
      from customers
                                                                                                          
                                                                                                          
                                                                                                          1,850,051
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,275,958Taxes
      payable
                                                                                                          
                                                                                                          
                                                                                                          825,082
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          722,106Shares
      to be issued to related parties
                                                                                                          
                                                                                                          
                                                                                                          329,397
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          327,374Due
      to related parties
                                                                                                          
                                                                                                          
                                                                                                          106,743
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          185,024Total
      current liabilities
                                                                                                          
                                                                                                          
                                                                                                          4,336,729
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          4,055,388OTHER
      LIABILITIES:Deferred
      government grant
                                                                                                          
                                                                                                          
                                                                                                          1,100,250
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,100,250Warrant
      liability
                                                                                                          
                                                                                                          
                                                                                                          510,571
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,538,686Total
      other liabilities
                                                                                                          
                                                                                                          
                                                                                                          1,610,821
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,638,936Total
      liabilities
                                                                                                          
                                                                                                          
                                                                                                          5,947,550
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          6,694,324COMMITMENTS
      AND CONTINGENCIESSHAREHOLDER'S EQUITY:Preferred
      stock, $0.001 par value, Nil Series "A" shares authorized as of March
      31, 2010 and December 31, 2009, 48,000,000 Series
      "B" shares authorized,
      Nil Series "B" shares issued and outstanding as of March 31, 2010 and
      December 31, 2009
                                                                                                          
                                                                                                          
                                                                                                          -Common
      stock, $0.001 par value, 40,000,000 shares authorized, 7,097,708 and
      6,989,640 shares issued and outstanding as of March 31, 2010 and December
      31, 2009, respectively
                                                                                                          
                                                                                                          
                                                                                                          7,097
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          6,989Paid-in
      capital
                                                                                                          
                                                                                                          
                                                                                                          35,966,731
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          34,580,096Statutory
      reserves
                                                                                                          
                                                                                                          
                                                                                                          3,879,077
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          3,879,077Retained
      earnings
                                                                                                          
                                                                                                          
                                                                                                          13,671,153
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          12,574,906Accumulated
      other comprehensive income
                                                                                                          
                                                                                                          
                                                                                                          2,830,705
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,871,521Total
      shareholders' equity
                                                                                                          
                                                                                                          
                                                                                                          56,354,763
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          53,912,589Total
      liabilities and shareholders' equity
                                                                                                          
                                                                                                          $
                                                                                                          62,302,313
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          60,606,913









F-1




SKYSTAR
BIO-PHARMACEUTICAL COMPANY AND SUBSIDIARIES





CONSOLIDATED
STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME


(Unaudited)




For Three Months Ended March 31,2010
                                                                                                                        
                                                                                                                        
                                                                                                                        2009REVENUE,
      NET
                                                                                                                        
                                                                                                                        $
                                                                                                                        4,869,243
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        3,823,566COST
      OF REVENUE
                                                                                                                        
                                                                                                                        
                                                                                                                        2,291,219
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        1,946,358GROSS
      PROFIT
                                                                                                                        
                                                                                                                        
                                                                                                                        2,578,024
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        1,877,208OPERATING
      EXPENSES:Research
      and development
                                                                                                                        
                                                                                                                        
                                                                                                                        43,995
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        117,352Selling
      expenses
                                                                                                                        
                                                                                                                        
                                                                                                                        171,134
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        207,395General
      and administrative
                                                                                                                        
                                                                                                                        
                                                                                                                        619,550
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        314,695Total
      operating expenses
                                                                                                                        
                                                                                                                        
                                                                                                                        834,679
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        639,442INCOME
      FROM OPERATIONS
                                                                                                                        
                                                                                                                        
                                                                                                                        1,743,345
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        1,237,766OTHER
      INCOME (EXPENSE):Other
      income (expense), net
                                                                                                                        
                                                                                                                        
                                                                                                                        417
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        (232
                                                                                                                        )Interest
      income (expense), net
                                                                                                                        
                                                                                                                        
                                                                                                                        (4,816
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        302Change
      in fair value of warrant liability
                                                                                                                        
                                                                                                                        
                                                                                                                        (317,380
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        38,328Total
      other expense, net
                                                                                                                        
                                                                                                                        
                                                                                                                        (321,779
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        38,398INCOME
      BEFORE PROVISION FOR INCOME TAXES
                                                                                                                        
                                                                                                                        
                                                                                                                        1,421,566
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        1,276,164PROVISION
      FOR INCOME TAXES
                                                                                                                        
                                                                                                                        
                                                                                                                        325,319
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        211,520NET
      INCOME
                                                                                                                        
                                                                                                                        
                                                                                                                        1,096,247
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        1,064,644OTHER
      COMPREHENSIVE LOSS:Foreign
      currency translation adjustment
                                                                                                                        
                                                                                                                        
                                                                                                                        (40,816
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (38,448
                                                                                                                        )COMPREHENSIVE
      INCOME
                                                                                                                        
                                                                                                                        $
                                                                                                                        1,055,431
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        1,026,196EARNINGS
      PER SHARE:Basic
                                                                                                                        
                                                                                                                        $
                                                                                                                        0.16
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        0.29Diluted
                                                                                                                        
                                                                                                                        $
                                                                                                                        0.15
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        0.29WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES:Basic
                                                                                                                        
                                                                                                                        
                                                                                                                        7,061,530
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        3,734,602Diluted
                                                                                                                        
                                                                                                                        
                                                                                                                        7,140,140
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        3,734,602







F-2




SKYSTAR
BIO-PHARMACEUTICAL COMPANY AND SUBSIDIARIES





CONSOLIDATED
STATEMENTS OF SHAREHOLDERS' EQUITY




AccumulatedRetained earnings
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  otherPreferred stock
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  Common stock
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  Paid-in
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  Statutory
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  comprehensiveShares
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  Amount
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  Shares
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  Amount
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  capital
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  reserves
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  Unrestricted
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  income
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  TotalBALANCE,
      January 1, 2009, as adjusted
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  2,000,000
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  2,000
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  3,733,038
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  3,733
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  15,237,267
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  2,952,710
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  4,649,341
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  2,857,607
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  25,702,658Shares
      issued for services
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  2,608
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  3
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  15,049
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  15,052Foreign
      currency translation
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (38,448
                                                                                                                                  )
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (38,448
                                                                                                                                  )Net
      income
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,064,644
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,064,644Appropriation
      to statutory reserves
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  106,464
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (106,464
                                                                                                                                  )
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -BALANCE,
      March 31, 2009 (unaudited)
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  2,000,000
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  2,000
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  3,735,646
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  3,736
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  15,252,316
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  3,059,174
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  5,607,521
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  2,819,159
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  26,743,906Shares
      issued for services
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  9,830
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  9
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  47,953
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  47,962Cancellation
      of preferred stock
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (2,000,000
                                                                                                                                  )
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (2,000
                                                                                                                                  )
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  2,000
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -Fractional
      shares due to the ten-for-one reverse split
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,772
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  2
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (2
                                                                                                                                  )
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -Shares
      issued for cash
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  3,220,000
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  3,220
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  19,070,461
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  19,073,681Cashless
      exercise of warrants
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  22,392
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  22
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  207,368
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  207,390Foreign
      currency translation
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  52,362
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  52,362Net
      income
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  7,787,288
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  7,787,288Appropriation
      to statutory reserves
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  819,903
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (819,903
                                                                                                                                  )
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -BALANCE,
      December 31, 2009
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  6,989,640
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  6,989
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  34,580,096
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  3,879,077
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  12,574,906
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  2,871,521
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  53,912,589Shares
      issued for services
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  9,166
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  9
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  41,238
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  41,247Cashless
      exercise of warrants
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  98,902
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  99
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,345,397
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,345,496Foreign
      currency translation
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (40,816
                                                                                                                                  )
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (40,816
                                                                                                                                  )Net
      income
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,096,247
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,096,247Appropriation
      to statutory reserves
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -BALANCE,
      March 31, 2009 (unaudited)
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  -
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  7,097,708
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  7,097
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  35,966,731
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  3,879,077
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  13,671,153
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  2,830,705
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  56,354,763







F-3




SKYSTAR BIO-PHARMACEUTICAL COMPANY AND
SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


FOR THE
THREE MONTHS ENDED MARCH 31, 2010 AND 2009


(UNAUDITED)




Three months ended March 31,2010
                                                                                                                    
                                                                                                                    
                                                                                                                    2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income
                                                                                                                    
                                                                                                                    $
                                                                                                                    1,096,247
                                                                                                                    
                                                                                                                    
                                                                                                                    $
                                                                                                                    1,064,644Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
                                                                                                                    
                                                                                                                    
                                                                                                                    123,484
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    112,930Amortization
                                                                                                                    
                                                                                                                    
                                                                                                                    91,370
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    38,519Common
      stock issued for services
                                                                                                                    
                                                                                                                    
                                                                                                                    16,245
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    15,052Common
      stock to be issued to related parties for compensation
                                                                                                                    
                                                                                                                    
                                                                                                                    27,025
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    -Bad
      debt expense
                                                                                                                    
                                                                                                                    
                                                                                                                    -
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    21,743Change
      in fair value of warrant liability
                                                                                                                    
                                                                                                                    
                                                                                                                    317,380
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    (38,328
                                                                                                                    )Change
      in operating assets and liabilitiesAccounts
      receivable
                                                                                                                    
                                                                                                                    
                                                                                                                    935,790
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    (994,017
                                                                                                                    )Inventories
                                                                                                                    
                                                                                                                    
                                                                                                                    (921,558
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    (2,888,742
                                                                                                                    )Deposits
      and prepaid expenses
                                                                                                                    
                                                                                                                    
                                                                                                                    (272,640
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    2,551,310Other
      receivables
                                                                                                                    
                                                                                                                    
                                                                                                                    (81,901
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    (9,823
                                                                                                                    )Accounts
      payable
                                                                                                                    
                                                                                                                    
                                                                                                                    123,423
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    (166,085
                                                                                                                    )Accrued
      expenses
                                                                                                                    
                                                                                                                    
                                                                                                                    (223,979
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    (382,703
                                                                                                                    )Deposits
      from customers
                                                                                                                    
                                                                                                                    
                                                                                                                    573,897
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    (131,448
                                                                                                                    )Taxes
      payable
                                                                                                                    
                                                                                                                    
                                                                                                                    102,941
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    900,427Other
      payables
                                                                                                                    
                                                                                                                    
                                                                                                                    1,233
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    39,916Net
      cash provided by operating activities
                                                                                                                    
                                                                                                                    
                                                                                                                    1,908,957
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    133,395CASH
      FLOWS FROM INVESTING ACTIVITIES:Paymentsof long-term prepayments
                                                                                                                    
                                                                                                                    
                                                                                                                    -
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    (32,233
                                                                                                                    )Prepayment
      for potential acquisition
                                                                                                                    
                                                                                                                    
                                                                                                                    (5,499,375
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    -Loans
      to third parties
                                                                                                                    
                                                                                                                    
                                                                                                                    -
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    (366,275
                                                                                                                    )Purchases
      of plant and equipment
                                                                                                                    
                                                                                                                    
                                                                                                                    (1,451,016
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    (73,255
                                                                                                                    )Payments
      on construction-in-progress
                                                                                                                    
                                                                                                                    
                                                                                                                    (404,990
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    (242,507
                                                                                                                    )Net
      cash used in investing activities
                                                                                                                    
                                                                                                                    
                                                                                                                    (7,355,381
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    (714,270
                                                                                                                    )CASH
      FLOWS FROM FINANCING ACTIVITIES:Decrease
      (increase) in restricted cash
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    (200
                                                                                                                    )Proceeds
      from short-term loans
                                                                                                                    
                                                                                                                    
                                                                                                                    -
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    219,765Repayment
      for short-term loans
                                                                                                                    
                                                                                                                    
                                                                                                                    (219,975
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    -Repayment
      to shareholders and directors
                                                                                                                    
                                                                                                                    
                                                                                                                    -
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    (175,812
                                                                                                                    )Proceeds
      from shareholders and directors
                                                                                                                    
                                                                                                                    
                                                                                                                    -
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    83,124Due
      (from) to related parties
                                                                                                                    
                                                                                                                    
                                                                                                                    (78,269
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    -Net
      cash provided by (used in) financing activities
                                                                                                                    
                                                                                                                    
                                                                                                                    (298,244
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    126,877EFFECT
      OF EXCHANGE RATE CHANGES ON CASH
                                                                                                                    
                                                                                                                    
                                                                                                                    (43,315
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    81,264INCREASE
      (DECREASE) IN CASH
                                                                                                                    
                                                                                                                    
                                                                                                                    (5,787,983
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    (372,734
                                                                                                                    )CASH,
      beginning
                                                                                                                    
                                                                                                                    
                                                                                                                    11,699,398
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    576,409CASH,
      ending
                                                                                                                    
                                                                                                                    $
                                                                                                                    5,911,415
                                                                                                                    
                                                                                                                    
                                                                                                                    $
                                                                                                                    203,675SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid for interest
                                                                                                                    
                                                                                                                    $
                                                                                                                    5,210
                                                                                                                    
                                                                                                                    
                                                                                                                    $
                                                                                                                    19,079Cash
      paid for income taxes
                                                                                                                    
                                                                                                                    $
                                                                                                                    -
                                                                                                                    
                                                                                                                    
                                                                                                                    $
                                                                                                                    -Non-cash
      investing and financing activitiesLong-term
      prepayment transferred to construction-in-progress
                                                                                                                    
                                                                                                                    $
                                                                                                                    -
                                                                                                                    
                                                                                                                    
                                                                                                                    $
                                                                                                                    309,869Long-term
      prepayment transferred to property, plant and equipment
                                                                                                                    
                                                                                                                    
                                                                                                                    439,777
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    -Construction-in-progress
      transferred to property, plant and equipment
                                                                                                                    
                                                                                                                    
                                                                                                                    52,463
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    -Cashless
      exercise of warrants
                                                                                                                    
                                                                                                                    $
                                                                                                                    1,345,496
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    -








F-4


SKYSTAR
BIO-PHARMACEUTICAL COMPANY AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 March
31, 2010
 (Unaudited)
 
 Note 1 -
ORGANIZATION
 
 Organization and description
of business
 
 Skystar
Bio-Pharmaceutical Company (“Skystar” or the “Company”), was incorporated in
Nevada on September 24, 1998. Since its acquisition on November 7, 2005 of
Skystar Bio-Pharmaceutical (Cayman) Holdings Co., Ltd. (“Skystar Cayman”),
a Cayman Islands company, the Company has been engaged in research, development,
production, marketing and sales of veterinary healthcare and medical care
products. All current operations of the Company are in the People’s
Republic of China (“China” or the “PRC”).
 
 All of
the Company’s operations are carried out by Xian Tianxing Bio-Pharmaceutical
Co., Limited (“Xian Tianxing”), a PRC joint stock company that the Company
controls through contractual arrangements originally between Skystar Cayman and
Xian Tianxing. On March 10, 2008, the Company entered into a series of
agreements transferring all of the rights and obligations of Skystar Cayman
under the contractual arrangements to Sida Biotechnology (Xian) Co., Ltd.
(“Sida”), a PRC company. Sida is the wholly owned subsidiary of Fortunate
Time International Limited (“Fortunate Time”), a Hong Kong company and wholly
owned subsidiary of Skystar Cayman. Xian Tianxing also has a wholly owned
subsidiary, Shanghai Siqiang Biotechnological Co., Ltd. (“Shanghai
Siqiang”), a PRC company.
 
 As a
result of these contractual arrangements, which obligates Sida to absorb all of
the risk of loss from Xian Tianxing’s activities and enable Sida to receive all
of its expected residual returns, the Company accounts for Xian Tianxing as a
variable interest entity (“VIE”) under Financial Accounting Standards Board’s
(“FASB”) interpretation on consolidation of variable interest
entities.  Accordingly, the Company consolidates Xian Tianxing’s
results, assets and liabilities.
 
 Sida was
established by Fortunate Time on July 10, 2007, with registered capital of
$5,000,000. Fortunate Time invested $2,000,000 into Sida on July 20, 2007, which
amount is payable to Skystar Cayman. On July 9, 2009, Fortunate Time
invested the remaining $3,000,000 into Sida. Xi’an High Technology District
approved Sida’s application to increase its registered capital to
$15,000,000 on July 13, 2009. On July 15, 2009, Sida received the
$10,000,000 additional registered capital from Fortunate Time.
Funds from Fortunate Time for $13,000,000 was from the cash proceeds of the
equity offering which is further discussed in Note 13.
 
 On
September 18, 2009, Skystar Bio-Pharmaceutical Inc. (“Skystar California”) was
incorporated in California and became a wholly-owned subsidiary of
Skystar.
 
 Hereinafter,
Skystar, Skystar California, Skystar Cayman, Fortunate Time, Sida, Xian Tianxing
and Shanghai Siqiang are sometimes collectively referred to as the
“Company.”
 
 Note
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Principles of
consolidation
 
 The
accompanying consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America. The
consolidated financial statements include the financial statements of the
Company, its wholly-owned subsidiaries, and its VIEs. All significant
inter-company transactions and balances between the Company, its subsidiaries
and VIEs have been eliminated in consolidation.
  Certain
information and footnote disclosures normally present in annual consolidated
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been omitted pursuant to such
rules and regulations. These consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and footnotes
included in the Company’s Annual Report on Form 10-K. The results for the three
months ended March 31, 2010, are not necessarily indicative of the results to be
expected for the full year ending December 31, 2010.
  F-5
 
 Use of
estimates
 
 The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. For example, the Company estimates its
allowance for doubtful accounts and useful lives of plant and equipment. Because
of the use of estimates inherent in the financial reporting process, actual
results could materially differ from those estimates upon which the carrying
values were based.
  Foreign currency
translation
 
 The
Company uses the United States dollar (“U.S. dollar”) for financial reporting
purposes and the Chinese Renminbi (“RMB”) as its functional currency. The
Company’s subsidiaries and VIEs maintain their books and records in their
functional currency, being the primary currency of the economic environment in
which their operations are conducted.
 
 The
Company translates the subsidiaries’ and VIEs’ assets and liabilities into U.S.
dollars using the applicable exchange rates prevailing at the balance sheet
dates, and the statements of operations and cash flows are translated at average
exchange rates during the reporting period. As a result, amounts related to
assets and liabilities reported on the consolidated statements of cash flows
will not necessarily agree with changes in the corresponding balances on the
consolidated balance sheets. Equity accounts are translated at historical rates.
Adjustments resulting from the translation of the subsidiaries’ and VIEs’
financial statements are recorded as accumulated other comprehensive
income.
 
 The
quotation of the exchange rates does not imply free convertibility of RMB to
other foreign currencies. All foreign exchange transactions continue to take
place either through the People's Bank of China or other banks authorized to buy
and sell foreign currencies at the exchange rate quoted by the People's Bank of
China. The rates of exchange quoted by the People’s Bank of China on March
31, 2010 and December 31, 2009 were US $1.00 to RMB 6.82. The average
translation rates of US $1.00 to RMB 6.82 and RMB 6.83 was applied to the
income statement accounts for the three months ended March 31, 2010 and
2009, respectively.
 
 Approval
of foreign currency payments by the People’s Bank of China or other institutions
requires submitting a payment application form together with invoices, shipping
documents and signed contracts. Transaction gains and losses that arise from
exchange rate fluctuations on transactions denominated in a currency other than
the functional currency are included in the results of operations as
incurred.
 
 Fair values of financial
instruments
 
 The
accounting standards regarding fair value of financial instruments and related
fair value measurements defines financial instruments and requires fair value
disclosures of those financial instruments.  This accounting standard
defines fair value, establishes a three-level valuation hierarchy for
disclosures of fair value measurement and enhances disclosures requirements for
fair value measures.  Current assets and current liabilities qualify
as financial instruments and management believes their carrying amounts are a
reasonable estimate of fair value because of the short period of time between
the origination of such instruments and their expected realization and if
applicable, their current interest rates are equivalent to interest rates
currently available.  The three levels of valuation hierarchy are defined
as follows:
  •
                Level
      1 inputs to the valuation methodology are quoted prices (unadjusted) for
      identical assets or liabilities in active
  markets.
 
 •
                Level
      2 inputs to the valuation methodology include quoted prices for similar
      assets and liabilities in active markets, and inputs that are observable
      for the assets or liability, either directly or indirectly, for
      substantially the full term of the financial
  instruments.
 
 •
                Level
      3 inputs to the valuation methodology are unobservable and significant to
      the fair value measurement.
  F-6
 
 Effective
January 1, 2009, the Company adopted the provisions of an accounting
standard regarding whether an instrument (or embedded feature) is indexed to an
entity’s own stock. This accounting standard specifies that a contract that
would otherwise meet the definition of a derivative but is both (a) indexed to
the Company’s own stock and (b) classified in stockholders’ equity in the
statement of financial position would not be considered a derivative financial
instrument.  It provides a new two-step model to be applied in
determining whether a financial instrument or an embedded feature is indexed to
an issuer’s own stock and thus able to qualify for the scope exception within
the standards.
  As a
result of the foregoing adoption, 309,100 common stock purchase warrants
previously treated as equity instruments pursuant to the derivative liability
treatment exemption are no longer afforded equity treatment because the strike
price of the warrants is denominated in U.S. dollars, a currency other than the
Company’s functional currency, the Chinese RMB. As a result, the warrants
are not considered indexed to the Company’s own stock, and as such, all future
changes in the fair value of these warrants are recognized currently in
earnings until such time as the warrants are exercised or expired.
 
 As such,
effective January 1, 2009, the Company reclassified the fair value of these
warrants from equity to liability, as if these warrants were treated as a
derivative liability since their issuance in February 2007. On
January 1, 2009, the Company reclassified from additional paid-in capital,
as a cumulative effect adjustment, $230,877 to beginning retained earnings and
$877,631 to warrant liability to recognize the fair value of such warrants.
The Company recognized a loss of $317,380 and a gain of $38,328 from the
change in fair value of the warrant liability for the three
months ended March 31, 2010 and 2009.
  These
warrants do not trade in an active securities market, and as such, the
Company estimates the fair value of these warrants using the Black-Scholes
Option Pricing Model (“Black-Scholes Model”) using the following
assumptions:
  Warrants – (1)
                        
                        
                        Warrants – (2)March
      31,
                        
                        
                        December31,
                        
                        
                        March
      31,
                        
                        
                        December31,2010
                        
                        
                        2009
                        
                        
                        2010
                        
                        
                        2009(Unaudited)
                        
                        
                        
                        
                        
                        (Unaudited)Stock
      price
                        
                        $
                        10.10
                        
                        
                        $
                        10.10
                        
                        
                        $
                        11.61
                        
                        
                        $
                        10.10Exercise
      price
                        
                        $
                        6.00
                        
                        
                        $
                        6.00
                        
                        
                        $
                        5.00
                        
                        
                        $
                        5.00Annual
      dividend yield
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        —Expected
      term (years)
                        
                        
                        —
                        
                        
                        
                        .17
                        
                        
                        
                        1.92
                        
                        
                        
                        2.17Risk-free
      interest rate
                        
                        
                        —
                        
                        
                        
                        0.04
                        %
                        
                        
                        1.02
                        %
                        
                        
                        1.14
                        %Expected
      volatility
                        
                        
                        —
                        
                        
                        
                        34
                        %
                        
                        
                        186
                        %
                        
                        
                        178
                        %
  (1)
                As
      of December 31, 2009, 145,000 warrants with an exercise price of $6.00
      were outstanding. As of March 31, 2010, all of these warrants were
      exercised on a “cashless” basis.
  (2)
                As
      of December, 31, 2009, 107,254 warrants with an exercise price of $5.00
      were outstanding. As of March 31, 2010, 50,204 of these warrants were
      outstanding.
 
 Expected
volatility is based on historical volatility. Historical volatility was
computed using daily pricing observations for recent periods that correspond to
the term of the warrants. The Company believes this method produces an estimate
that is representative of future volatility over the expected term of these
warrants. The Company has no reason to believe future volatility over the
expected remaining life of these warrants is likely to differ materially from
historical volatility. The expected life is based on the remaining term of the
warrants. The risk-free interest rate is based on U.S. Treasury securities
according to the remaining term of the warrants.
  F-7
 
 As
required by the FASB’s accounting standards, financial assets and liabilities
are classified in their entirety based on the lowest level of input that is
significant to the fair value measurement. Depending on the product and the
terms of the transaction, the fair values warrant liability were modeled using a
series of techniques, including closed-form analytic formula, such as the
Black-Scholes Model, which does not entail material subjectivity because the
methodology employed does not necessitate significant judgment, and the pricing
inputs are observed from actively quoted markets.
 
 The fair
value of the 50,204 warrants outstanding as of March 31, 2010 was determined
using the Black-Scholes Model, defined in the FASB’s accounting standard of fair
value measurement as level 2 inputs, and recorded the change in earnings. As a
result, the warrant liability is carried on the consolidated balance sheets at
fair value.
 
 The
following table sets forth by level within the fair value hierarchy our
financial assets and liabilities that were accounted for at fair value on a
recurring basis as of March 31, 2010:
  Carrying
      Value at
                              March
      31,
                              2010
                            
                            
                            Fair Value Measurement at
                              March
      31,
                              2010Level
      1
                            
                            
                            Level
      2
                            
                            
                            Level
      3Warrant
      liability (unaudited)
                            
                            $
                            510,571
                            
                            
                            $
                            —
                            
                            
                            $
                            510,571
                            
                            
                            $
                            —
 In
addition to assets and liabilities that are recorded at fair value on a
recurring basis, the Company is required to record assets and liabilities at
fair value on a non-recurring basis.  Generally, assets are recorded
at fair value on a non-recurring basis as a result of impairment
charges.  For the three months ended March 31, 2010, there were no
impairment charges.
 
 Revenue
recognition
 
 Revenue
of the Company is primarily from the sales of veterinary healthcare and medical
care products in China. Sales are recognized when the following four revenue
criteria are met: persuasive evidence of an arrangement exists, delivery has
occurred, the selling price is fixed or determinable, and collectability is
reasonably assured. Sales are presented net of value added tax (“VAT”). No
estimated allowance for sales returns is reflected on these consolidated
financial statements as sales returns are de minimis based on
historical experience.
  There are
two types of sales upon which revenue is recognized:
 
 a.
                Credit
      sales: revenue is recognized when the products have been delivered to the
      customers.
 
 b.
                Full
      payment before delivering: revenue is recognized when the products have
      been delivered to customers.
 
 Shipping
and handling costs related to goods sold are included in selling expenses,
which totaled $71,771 and $91,007 for the three months ended March 31, 2010
and 2009, respectively.
 
 The
Company’s revenues and cost of revenues by product line were as
follows:
 
 Three
      Months Ended March 31,2010
                                                
                                                
                                                2009(Unaudited)
                                                
                                                
                                                (Unaudited)RevenuesMicro-organism
                                                
                                                $
                                                1,206,578
                                                
                                                
                                                $
                                                893,293Veterinary
      Medications
                                                
                                                
                                                3,196,259
                                                
                                                
                                                
                                                2,602,496Feed
      Additives
                                                
                                                
                                                236,040
                                                
                                                
                                                
                                                182,311Vaccines
                                                
                                                
                                                230,366
                                                
                                                
                                                
                                                145,466Total
      Revenues
                                                
                                                $
                                                4,869,243
                                                
                                                
                                                $
                                                3,823,566Cost
      of RevenuesMicro-organism
                                                
                                                $
                                                343,018
                                                
                                                
                                                $
                                                260,537Veterinary
      Medications
                                                
                                                
                                                1,822,258
                                                
                                                
                                                
                                                1,592,809Feed
      Additives
                                                
                                                
                                                100,046
                                                
                                                
                                                
                                                77,439Vaccines
                                                
                                                
                                                25,897
                                                
                                                
                                                
                                                15,573Total
      Cost of Revenues
                                                
                                                
                                                2,291,219
                                                
                                                
                                                
                                                1,946,538Gross
      Profit
                                                
                                                $
                                                2,578,024
                                                
                                                
                                                $
                                                1,877,208
  F-8
 
 Cash
 
 Cash
includes cash on hand, demand deposits with banks and liquid investments with an
original maturity of three months or less.
 
 Restricted
cash
 
 Restricted
cash is comprised of amounts received from the PRC government as subsidies and
set aside for specific uses (see Note 12).Restricted cash is
maintained as bank deposits and reflected as current assets based on the
expected period when such funds will be put into their specific
uses.
 
 Accounts receivable and
other receivables
 
 Accounts
receivable are recorded at net realizable value consisting of the carrying
amount less an allowance for uncollectible accounts, as needed. The Company uses
the aging method to estimate the allowance for anticipated uncollectible
receivable balances. Under the aging method, bad debt percentages determined by
management based on historical experience, as well as current economic
climate, are applied to customers’ balances categorized by the number of months
the underlying invoices have remained outstanding. At each reporting period, the
allowance balance is adjusted to reflect the amount computed as a result of the
aging method. When facts subsequently become available to indicate that the
allowance provided requires an adjustment, a corresponding adjustment is made to
the allowance account as a change in estimate. The ultimate collection of
the Company’s accounts receivable may take one year. Delinquent account balances
are reserved after management determines that the likelihood of collection is
not probable, and known bad debts are written-off against allowance for doubtful
accounts when identified.
 
 Inventories
 
 Inventories
are stated at the lower of cost or market, as determined on a moving
weighted-average basis. Inventories include purchases and related costs incurred
in bringing the inventories to their present location and
condition. Management reviews inventories for obsolescence and cost in
excess of net realizable value at least annually and records a reserve against
the inventory and additional cost of goods sold when the carrying value exceeds
net realizable value.
  F-9
 
 Plant and
equipment
 
 Plant and
equipment are stated at cost less accumulated depreciation. Depreciation is
computed using the straight-line method over the estimated useful lives of the
assets. Expenditures for maintenance and repairs which do not improve or extend
the useful lives of the assets are charged to operations as incurred, while
renewals and betterments are capitalized. Gains and losses on disposals are
included in the results of operations. Estimated useful lives of the assets are
as follows:
 
 Estimated Useful
      LifeBuildings
                        
                        20-40
      yearsMachinery
      and equipment
                        
                        10
      yearsComputer,
      office equipment and furniture
                        
                        5
      yearsVehicles
                        
                        5-10
      years
 
 Management
assesses the carrying value of plant and equipment annually, more often when
factors indicating impairment are present, and reduces the carrying value of
such assets by the amount of the impairment. The Company determines the
existence of such impairment by measuring the expected future cash flows
(undiscounted and without interest charges) and comparing such amount to the net
asset carrying value. An impairment loss, if it exists, is measured as the
amount by which the carrying amount of the asset exceeds the fair value of the
asset. Based on its review, management believes that, as of March 31, 2010
and December 31, 2009, there was no impairment for its plant and
equipment.
 
 Construction-in-progress
 
 Construction-in-progress
includes direct costs of construction of a factory building. Interest incurred
during the period of construction, if significant, is capitalized. All
other interest is expensed as incurred. Construction-in-progress is not
depreciated until such time the assets are completed and put into
service.
  Intangible
assets
 
 Land Use
Rights — Land use rights represent the amounts paid to acquire a long-term
interest to utilize the land underlying the Company’s facilities. This type of
arrangement is common for the use of land in the PRC. Land use rights are
amortized on a straight-line basis over its 50-year term.
 
 Technological Know-How — Purchased
technological know-how includes confidential formulas, manufacturing processes,
technical and procedural manuals, and is amortized using the straight-line
method over the weighted average useful life of nine years, which reflects the
period over which such confidential formulas, manufacturing processes, and
technical and procedural manuals are kept confidential by the Company as agreed
between the Company and the selling parties.
  Impairment
of Intangible Assets —The Company evaluates
the carrying value of intangible assets annually, or more often when factors
indicating impairment are present. The Company determines the existence of such
impairment by measuring the estimated future cash flows (undiscounted) and
comparing such amount to the net asset carrying value. If the undiscounted cash
flow estimated to be generated by any such intangible asset is less than its
carrying amount, a loss is recognized based on the amount by which the carrying
amount exceeds the intangible asset’s fair market value. Loss on intangible
assets to be disposed of is determined in a similar manner, except that fair
market values are reduced by the cost of disposal. Based on its review, the
Company believes that, as of March 31, 2010, there was no impairment of its
intangible assets.
  F-10
 
 Comprehensive
income
 
 The
FASB’s accounting standard of reporting comprehensive income requires disclosure
of all components of comprehensive income and loss on an annual and interim
basis. Comprehensive income and loss is defined as the change in equity of a
business enterprise during a period from transactions and other events and
circumstances from non-owner sources. The accompanying consolidated financial
statements include the provisions of GAAP. Accumulated other comprehensive
income is comprised of the changes in foreign currency exchange
rates.
 
 Research and development
costs
 
 Research
and development costs are charged to operations as incurred and include
salaries, professional fees and technical support fees related to such
efforts.
 
 Advertising
costs
 
 Advertising
costs are charged to operations currently. Advertising costs for the three
months ended March 31, 2010 and 2009 were $1,651 and $38,936
respectively.
 
 Income
taxes
 
 The
Company accounts for income taxes in accordance with the FASB’s accounting
standard for income taxes.  Under the asset and liability method as
required by this accounting standard,  deferred income taxes are
recognized for the tax consequences of temporary differences by applying enacted
statutory tax rates applicable to future years to differences between the
financial statement carrying amounts and the tax bases of existing assets and
liabilities. The effect on deferred income taxes of a change in tax rates is
recognized in income in the period that includes the enactment date. A valuation
allowance is recognized if it is more likely than not that some portion, or all
of, a deferred tax asset will not be realized.
 
 Further,
in accordance with this accounting standard, a tax position is recognized as a
benefit only if it is “more likely than not” that the tax position would be
sustained in a tax examination, with a tax examination being presumed to occur.
The amount recognized is the largest amount of tax benefit that is greater than
50% likely of being realized on examination. For tax positions not meeting the
“more likely than not” test, no tax benefit is recorded. The standard also
provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosures, and transition. The adoption
had no effect on the Company’s consolidated financial statements.
 
 The
Company’s operations are subject to income and transaction taxes in the United
States and in the PRC jurisdictions. Significant estimates and judgments are
required in determining the Company’s worldwide provision for income taxes. Some
of these estimates are based on interpretations of existing tax laws or
regulations. The ultimate amount of tax liability may be uncertain as a
result.
 
 The
Company does not anticipate any events which could cause a change to these
uncertainties.
 
 Stock-based
compensation
 
 The
Company records and reports stock-based compensation by measuring the cost of
services received in exchange for an award of equity instruments based on the
grant-date fair value of the award. That cost is recognized over the period
during which services are received. Stock compensation for stock granted to
non-employees is determined as the fair value of the consideration received or
the fair value of equity instruments issued, whichever is more reliably
measured.
 
 The
Company uses the Black-Scholes Model which was developed for use in estimating
the fair value of options. This models requires the input of highly complex and
subjective variables including the expected life of options granted and the
Company’s expected stock price volatility over a period equal to or greater than
the expected life of the options. Because changes in the subjective assumptions
can materially affect the estimated value of the Company’s employee stock
options, it is management’s opinion that the Black-Scholes Model may not provide
an accurate measure of the fair value of the Company’s employee stock options.
Although the fair value of employee stock options is determined in accordance
with the standards using an option-pricing model, that value may not be
indicative of the fair value observed in a willing buyer/willing seller market
transaction.
  F-11
 
 Earnings per
share
 
 The
Company reports earnings per share and present both basic and diluted earnings
per share in conjunction with the disclosure of the methodology used in
computing such earnings per share. Basic earnings per share is based
upon the weighted-average number of common shares outstanding. Diluted earnings
per share is based on the assumption that all dilutive convertible shares,
including convertible preferred shares, and stock options were converted or
exercised. Further, the method requires that stock dividends or stock splits be
accounted for retroactively if the stock dividends or stock splits occur during
the period, or retroactively if the stock dividends or stock splits occur after
the end of the period but before the release of the financial statements, by
considering it outstanding of the entirety of each period
presented. Dilution is computed by applying the treasury stock method.
Under this method, options and warrants are assumed to be exercised at the
beginning of the period (or at the time of issuance, if later), and as if funds
obtained thereby were used to purchase common stock at the average market price
during the period.
 
 All share
and per share amounts used in the Company's consolidated financial statements
and notes thereto have been retroactively restated to reflect the 1-for-10
reverse stock split effectuated on May 12, 2009 and the 2-for-1 forward stock
split effectuated on November 16, 2009.
 
 Related
parties
 
 Parties
are considered to be related to the Company if the parties, directly or
indirectly, through one or more intermediaries, control, are controlled by, or
are under common control with the Company. Related parties also include
principal owners of the Company, its management, members of the immediate
families of such principal owners and management, and other parties with which
the Company may deal if one party controls or can significantly influence the
management or operating policies of the other to an extent that one of the
transacting parties might be prevented from fully pursuing its own separate
interests.
  Reclassifications
 
 Certain
prior period amounts have been reclassified to conform to the current period
presentation. These reclassifications had no impact on previously reported net
income or cash flows.
 
 Recently issued accounting
pronouncements
 
 In
October 2009, the FASB issued an ASU regarding accounting for own-share lending
arrangements in contemplation of convertible debt issuance or other
financing.  This ASU requires that at the date of issuance of the
shares in a share-lending arrangement entered into in contemplation of a
convertible debt offering or other financing, the shares issued shall be
measured at fair value and be recognized as an issuance cost, with an offset to
additional paid-in capital. Further, loaned shares are excluded from basic and
diluted earnings per share unless default of the share-lending arrangement
occurs, at which time the loaned shares would be included in the basic and
diluted earnings-per-share calculation.  This ASU is effective for
fiscal years beginning on or after December 15, 2009, and interim periods within
those fiscal years for arrangements outstanding as of the beginning of those
fiscal years.   The adoption of this ASU did not have a material
impact on the Company’s consolidated financial statements.
 
 In
January 2010, the FASB issued ASU No. 2010-02 regarding accounting and reporting
for decreases in ownership of a subsidiary.  Under this guidance, an
entity is required to deconsolidate a subsidiary when the entity ceases to have
a controlling financial interest in the subsidiary.  Upon
deconsolidation of a subsidiary, an entity recognizes a gain or loss on the
transaction and measures any retained investment in the subsidiary at fair
value.  In contrast, an entity is required to account for a decrease
in its ownership interest of a subsidiary that does not result in a change of
control of the subsidiary as an equity transaction.  This ASU
clarifies the scope of the decrease in ownership provisions, and expands the
disclosures about the deconsolidation of a subsidiary or de-recognition of a
group of assets.  This ASU is effective beginning in the first interim
or annual reporting period ending on or after December 31, 2009.  The
adoption of this ASU did not have a material impact the Company’s consolidated
financial statements.
  F-12
 
 In
January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair
Value Measurements. This update provides amendments to Subtopic 820-10 that
requires new disclosure to include transfers in and out of Levels 1 and 2 and
activity in Level 3 fair value measurements.  Further, this update
clarifies existing disclosures on level of disaggregation and Disclosures about
inputs and valuation techniques.  A reporting entity should provide
fair value measurement disclosures for each class of assets and liabilities and
should provide disclosures about the valuation techniques and inputs used to
measure fair value for both recurring and nonrecurring fair value measurements.
Those disclosures are required for fair value measurements that fall in either
Level 2 or Level 3.  The new disclosures and clarifications of
existing disclosures are effective for interim and annual reporting periods
beginning after December 15, 2009, except for the disclosures about purchases,
sales, issuances, and settlements in the roll forward of activity in Level 3
fair value measurements. Those disclosures are effective for fiscal years
beginning after December 15, 2010, and for interim periods within those fiscal
years.  The Company is currently evaluating the impact of this ASU;
however, the Company does not expect the adoption of this ASU to have a material
impact on its consolidated financial statements.
 
 In
February 2010, the FASB issued ASU 2010-09, “Subsequent Events (Topic 855):
Amendments to Certain Recognition and Disclosure Requirements,” or ASU 2010-09.
ASU 2010-09 primarily rescinds the requirement that, for listed companies,
financial statements clearly disclose the date through which subsequent events
have been evaluated. Subsequent events must still be evaluated through the date
of financial statement issuance; however, the disclosure requirement has been
removed to avoid conflicts with other SEC guidelines. ASU 2010-09 was effective
immediately upon issuance and was adopted in February 2010.
 
 Note
3 - CONCENTRATIONS AND CREDIT RISK
 
 The
Company’s operations are all carried out in the PRC. Accordingly, the Company’s
business, financial condition and results of operations may be influenced by the
political, economic and legal environments in the PRC, and by the general state
of the PRC’s economy. The Company’s operations in the PRC are subject to
specific considerations and significant risks not typically associated with
companies in North America and Western Europe. These include risks associated
with, among others, the political, economic and legal environments and foreign
currency exchange. The Company’s results may be adversely affected by changes in
governmental policies with respect to laws and regulations,
anti-inflationary measures, currency conversion and remittance abroad, and rates
and methods of taxation, among other things.
 
 Financial
instruments, which subject the Company to concentration of credit
risk, consist of cash. The Company maintains balances at financial
institutions which, from time to time, may exceed federally insured limits for
the banks located in the United States. Balances at financial institutions or
state-owned banks within the PRC are not covered by insurance. As of March
31, 2010 and December 31, 2009, the Company had deposits in excess of federally
insured limits (including restricted cash) of $2,436,664 and $11,504,970
respectively. The Company has not experienced any losses in such
accounts.
 
 For the
three months ended March 31, 2010 and 2009, all of the Company’s sales
occurred in the PRC. No major customers accounted for more than 10% of the
Company’s total revenues. In addition, all accounts receivable at March 31,
2010 and December 31, 2009 also arose in the PRC.
 
 The
Company’s two largest vendors accounted for approximately 32% and 26% of the
Company’s total purchases, respectively, for the three months ended March 31,
2010 and 2009.
 
 The
Company had one product that accounted for 17% of the Company’s total revenues
for the three months ended March 31, 2010, while no products accounted for more
than 10% of the Company’s total revenues for the three months ended March 31,
2009.
  F-13
 
 Note 4
- ACCOUNTS RECEIVABLE, NET
 
 Accounts
receivable consisted of the following:
 
 March
      31,
                              2010
                            
                            December
      31,
                                2009(Unaudited)Account
      receivable
                            
                            $
                            3,774,935
                            
                            
                            $
                            4,711,044Allowance
      for bad debts
                            
                            
                            (327,857)
                            
                            
                            
                            (327,857)Account receivable,
      net
                            
                            $
                            3,447,078
                            
                            
                            $
                            4,383,187
 
 The
following table presents the movement of allowance for doubtful
accounts:
 
 Allowance for bad debt, January
      1, 2009
                          
                          $
                          327,857Addition
                          
                          
                          —Recovery
                          
                          
                          —Translation
      adjustment
                          
                          
                          —Allowance
      for bad debt, December 31, 2009
                          
                          
                          327,857Addition
                          
                          
                          —Recovery
                          
                          
                          —Translation
      adjustment
                          
                          
                          —Allowance
      for bad debt, March 31, 2010 (unaudited)
                          
                          $
                          327,857
 
 Note 5 –
INVENTORIES
 
 Inventories
consist of the following:
 March
      31,
                              2010
                          
                          
                          December
      31,
                              2009(Unaudited)Raw
      materials
                          
                          $
                          3,527,883
                          
                          
                          $
                          2,997,481Packing
      materials
                          
                          
                          335,904
                          
                          
                          
                          159,620Work-in-process
                          
                          
                          4,676
                          
                          
                          
                          886Finished
      goods
                          
                          
                          1,307,941
                          
                          
                          
                          1,096,547Other
                          
                          
                          19,571
                          
                          
                          
                          19,571Total
                          
                          
                          5,195,975
                          
                          
                          
                          4,274,105Less:
      Allowance for slow moving raw materials
                          
                          
                          (199,460
                          )
                          
                          
                          (199,460
                          )Total
                          
                          $
                          4,996,515
                          
                          
                          $
                          4,074,645
  The
Company periodically reviews its reserves for slow-moving and obsolete
inventories. As of March 31, 2010 and December 31, 2009, the
Company recorded a slow-moving allowance for raw materials of
$199,460.
 
 Note
6 - DEPOSITS AND PREPAID EXPENSES
 
 Deposits
and prepaid expenses are comprised of the following:
 
 March
      31,
                            2010
                          
                          
                          December
      31,
                            2009(Unaudited)Prepayment
      for raw materials purchasing
                          
                          $
                          11,402,626
                          
                          
                          $
                          10,990,913Prepayment
      for packaging materials purchasing
                          
                          
                          511,073
                          
                          
                          
                          489,392Other
                          
                          
                          259,348
                          
                          
                          
                          420,009Total
                          
                          $
                          12,173,047
                          
                          
                          $
                          11,900,314
  F-14
 
 Note
7 - PLANT AND EQUIPMENT, NET
 
 Plant and
equipment consist of the following:
 
 March
      31,
                              2010
                            
                            
                            December
      31,
                              2009(Unaudited)Building
      and improvements
                            
                            $
                            8,469,768
                            
                            
                            $
                            6,798,616Machinery
      and equipment
                            
                            
                            3,070,294
                            
                            
                            
                            3,035,814Office
      equipment and furniture
                            
                            
                            195,269
                            
                            
                            
                            191,424Vehicles
                            
                            
                            485,156
                            
                            
                            
                            485,156Total
                            
                            
                            12,220,487
                            
                            
                            
                            10,511,010Less:
      accumulated depreciation
                            
                            
                            (1,805,479
                            )
                            
                            
                            (1,681,952
                            )Plant
      and equipment, net
                            
                            $
                            10,415,008
                            
                            
                            $
                            8,829,058
  As of
December 31, 2009, the Company made deposits of $439,927 on a new office
building.  In January 2010, the purchase was completed; the total
purchase cost of $1,600,346 was transferred to fixed asset as of March 31,
2010.
  Depreciation
expense was $123,484 and $112,930 for the three months ended March 31, 2010 and
2009, respectively.
 
 Note
8 - CONSTRUCTION-IN-PROGRESS
 
 Construction-in-progress
(“CIP”) is related to a plant being built in accordance with the PRC’s Good
Manufacturing Practices (“GMP”) Standard. Construction on this
plant commenced in 2005. The veterinary medicine facility and the building
that houses quality control, research and development and administration were
completed during 2007, and the remaining plant facilities are expected to be
completed by June 30, 2010, at an estimated cost of $11,846,479. During the
three months ended March 31, 2010, some general facility improvements were
completed and placed in service resulting in a transfer from CIP to property,
plant and equipment of $72,249. No depreciation is provided for
construction-in-progress until such time the assets are completed and placed
into service.
  The
construction projects the Company is in the progress of completing
are:
  Total
      in CIP
                  
                  
                  Estimate
      cost to
                  
                  
                  Estimated
                  
                  EstimatedProject
                  
                  as
      of 3/31/2010
                  
                  
                  Complete
                  
                  
                  Total
      Cost
                  
                  Completion
      DateVaccine
      facility
                  
                  
                  8,247,153
                  
                  
                  
                  2,099,326
                  
                  
                  
                  10,346,479
                  
                  June
      2010(1)Micro-organism
      facility
                  
                  
                  1,343,825
                  
                  
                  
                  156,175
                  
                  
                  
                  1,500,000
                  
                  June
      2010(2)Other
                  
                  
                  150,789TOTAL
      CIP Balance
                  
                  
                  9,741,767
                  
                  
                  
                  2,104,712
                  
                  
                  
                  11,846,479
 
 (1)
                  Note
      that this date does not include the time to certify the
      facility.
 (2)
                  The
      construction of the micro-organism facility was completed in December
      2009.  Since then the facility has been going thru testing and
      quality assurance, with expected production to commence in June
      2010.
 As of
March 31, 2010 and December 31, 2009, the Company had construction in progress
amounting to $9,741,767 and $9,389,120, respectively. No interest expense had
been capitalized for construction in progress for the three months ended March
31, 2010 and 2009, respectively.
  F-15
 
 Note 9 - LONG-TERM
PREPAYMENTS
 
 Long-term
prepayments consist of the following:
 
 March
      31,
                            2010
                        
                        
                        December
      31,
                            2009(Unaudited)Construction
      deposit
                        
                        $
                        733,500
                        
                        
                        $
                        733,500Deposit
      for building and equipment purchase
                        
                        
                        234,441
                        
                        
                        
                        439,927Deposit
      for potential acquisitions
                        
                        
                        12,308,130
                        
                        
                        
                        6,806,880Total
                        
                        $
                        13,276,071
                        
                        
                        $
                        7,980,307
 
 As of
March 31, 2010 and December 31, 2009, the Company has determined that these
prepayments are noncurrent because: (1) these amounts relate to noncurrent
assets, and (2) the Company’s ability to complete any potential acquisitions is
contingent upon the Company successfully negotiating with target companies, the
ultimate date of which cannot be readily determined.  Deposits are
refundable if negotiation is not successful.
 
 As of
December 31, 2009, deposits for office building purchase of $439,927 (RMB
2,998,820) represented deposits made for new office building.  The
purchase was completed and the deposit was transferred to fixed asset as of
March 31, 2010.  The Company is in the process of applying for
property certificate and expects to get the certificate by September
2010.
 As of
March 31, 2010, deposits for building and equipment purchase of $234,441
represented deposits made for equipments.
 
 As of
March 31, 2010 and December 31, 2009, deposits for potential acquisitions of
$12,308,130 and $6,806,880 represented deposits made to potential
acquisition targets. The
potential acquisitions are contingent upon the Company successfully negotiating
with target companies, the ultimate date of which cannot be readily
determined.  Deposits are refundable if negotiation is not
successful.
  Note
10 – INTANGIBLE ASSETS
 
 Intangible
assets consisted of the following:
 March
      31,
                            2010
                          
                          
                          December
      31,
                            2009(Unaudited)Land
      use rights
                          
                          $
                          378,853
                          
                          
                          $
                          378,853Technological
      know-how
                          
                          
                          2,053,800
                          
                          
                          
                          2,053,800Total
                          
                          
                          2,432,653
                          
                          
                          
                          2,432,653Less:
      accumulated amortization
                          
                          
                          (663,882
                          )
                          
                          
                          (572,481
                          )Intangible
      assets, net
                          
                          $
                          1,768,771
                          
                          
                          $
                          1,860,172
  In 2009,
the Company paid $1,172,880 (RMB 8,000,000) for fish disease vaccine technology
transfer for an eleven-year term from September 2009 through September
2020.
 
 For the
three months ended March 31, 2010 and 2009, the amortization expense for
intangibles amounted to $91,370 and $38,519, respectively.
 
 Amortization
expense for the future five years and thereafter is as follows:
  F-16
 
 Years ending December 31,
                                
                                Amount(Unauidted)2010
                                
                                $
                                291,7472011
                                
                                
                                388,9962012
                                
                                
                                364,5462013
                                
                                
                                242,2962014
                                
                                
                                242,296Thereafter
                                
                                
                                658,681Total
                                
                                $
                                2,188,562
 
 Note
11 – SHORT-TERM LOANS
 
 On
January 14, 2009, the Company signed a one year short-term loan contract with
Shaanxi Agricultural Yanta Credit Union for $220,050 (RMB 1.5 million) at an
annual interest rate of 8.66% for operating purposes secured by the personal
property of Weibing Lu, the Company’s Chief Executive Officer. This amount was
paid off on January 15, 2010.
  Interest
expense incurred and associated with the short-term loans amounted to $5,210 for
the three months ended March 31, 2010, none of which has been capitalized as
part of construction-in-progress in 2010. Interest expense incurred and
associated with the short term loan amounted to $4,035 for the three months
ended March 31, 2009, which has been capitalized as part of
construction-in-progress.
 
 Note
12 - DEFERRED GOVERNMENT GRANT
 
 Deferred
government grant represents subsidies for GMP projects granted by the PRC
government.  To date, the Company received government subsidies totaling
$1,100,250.
 
 According
to PRC government regulations, the funds granted may be treated as capital
contributed by a company appointed by the PRC government or as a loan from such
company, which the Company will be required to repay. As of March 31, 2010, the
Company has not reached a final agreement with the PRC government regarding the
treatment of these three subsidies as either a loan or capital contribution, and
the Company does not expect that the final agreement will be completed within
the current year. Therefore, these amounts are reflected as non-current
liabilities in the accompanying consolidated financial statements.
  Note
13 - CAPITAL TRANSACTIONS
 
 On May
12, 2009, the Company effectuated a 1-for-10 reverse stock split of its issued
and outstanding shares of common stock and a proportional reduction of its
authorized shares of common stock. Number of common stock, warrants, options
disclosed in the footnotes has been retroactively restated to reflect the
1-for-10 reverse stock split. On November 16, 2009, the Company effectuated a
2-for-1 forward split of its issued and outstanding common stock and a
proportional increase of its authorized shares of common stock. Number of common
stock, warrants, options disclosed in the footnotes has been retroactively
restated to reflect the 2-for-1 forward stock split.
  F-17
 
 Preferred
stock
 
 On June
25, 2009, the Company’s board of directors concluded that 2,000,000 shares of
series “A” preferred stock issued in 2001 were not valid because no certificate
of designation was filed prior to their issuance as required under Nevada
corporate law. On December 21, 2009, the Company instructed its transfer agent
to remove these preferred shares officially from its shareholder records. As of
March 31, 2010 and December 31, 2009, no share of series “A”  preferred
stock is authorized or outstanding, respectively.
 
 Stock-based
compensation
 
 The
trading value of the Company's common stock on February 12, 2008, was $5.55 per
share and a corresponding amount of $99,900 was charged to general and
administrative expenses. On March
30, 2010, the Company agreed to issue 2,500 shares of common stock to a
non-executive director in exchange for services unrelated to directorship. The
trading value of the Company’s common stock on March 30, 2010 was $10.61 per
share and a corresponding amount of $27,000 was charged to general and
administrative expenses.The Company also had a $329,397 and $302,372
balance under shares to be issued as of March 31, 2010 and December 31, 2009,
which represented 49,834 and 47,334 common shares to be issued to the
non-executive director for his service provided for the period from May
2008 to March 2010, and for the period from May 2008 to December 2009,
respectively. The amounts were included in general and administrative
expenses based on the weighted-average trading price of the Company’s
common stock for the said period.  As of March 31, 2010, these shares
have not been issued.
 
 On May 5,
2008, the Company agreed to issue 10,434 shares of common stock to its former
chief financial officer (“CFO”) during the term of a
one-year agreement, which would vest in four equal installments of 2,608
shares each quarter.  The trading value of the common stock on May 5,
2008 was $5.85 per share for a total value of $61,042. These shares were fully
vested.  On May 26, 2009, the Company renewed the one-year
service agreement with the CFO and agreed to issue 14,440 shares of common
stock, which would vest in four equal installments of 3,610 shares every quarter
starting August 5, 2009. Compensation expense is recognized on a
straight-line basis over the vesting period.  Total compensation expense of
$16,245 and $15,052 were charged to general and administrative expenses for
the three months ended March 31, 2010 and 2009. In February 2010,
10,830 shares were issued. Effective April 16, 2010, the CFO resigned from
his position and the last installment of 3,610 shares was prorated to 2,880
shares, which shares have not been issued.
 
 On May
26, 2009, the Company agreed to issue 5,556 shares of common stock to a director
at the beginning of each term of his directorship. The trading value of the
common stock on May 26, 2009 was $4.50 per share for the total value of $25,002,
and the amount was charged to general and administrative expenses for the year
ended December 31, 2009. As of December 31, 2009, the balance included shares to
be issued. As of March 31, 2010, 5,556 shares were
issued and there was no balance under shares to be issued.
 
 Warrants
 
 On
February 28, 2007, the Company issued 195,000 warrants to four investors with an
exercisable price of $6.00 per share for a term of three years.  On
the same date, the Company also issued warrants to the private placement agent,
exercisable for 114,100 shares of the Company’s common stock at a price of $5.00
per share for a five-year term. For the three months ended March 31, 2010,
202,050 warrants were exercised. The Company valued the conversion on exercise
date and recorded $317,380 losses from changes in fair value of warrants.
Following is a summary of the status of warrants outstanding at March 31,
2010:
 
 Average
      RemainingNumber
      of Warrants
                              
                              Contractual
      Life
                              
                              Average
      Exercise Price50,204
                              
                              1.92
      years
                              
                              $
                              5.00
 
 Following
is an activity summary of the Company’s outstanding warrants:
  F-18
 
 Outstanding
      as of December 31, 2008
                          
                          
                          309,100Granted
                          
                          
                          —Forfeited
                          
                          
                          —Exercised
                          
                          
                          —Outstanding
      as of March 31, 2009 (unaudited)
                          
                          
                          309,100Granted
                          
                          
                          —Forfeited
                          
                          
                          —Exercised
                          
                          
                          56,846Outstanding
      as of December 31, 2009
                          
                          
                          252,254Granted
                          
                          
                          —Forfeited
                          
                          
                          —Exercised
                          
                          
                          202,050Outstanding
      as of March 31, 2010 (unaudited)
                          
                          
                          50,204
 
 Equity
offering
 
 On June
30, 2009, the Company and Rodman & Renshaw, LLC, as representative
of underwriters (the "Underwriters") entered into an Underwriting Agreement.
Pursuant to the Underwriting Agreement, the Company agreed to issue and sell an
aggregate of 3,220,000 shares (including 420,000 over-allotment shares) of its
common stock, at a price of $6.49 per share, in a public offering. The closing
date of this offering was on the third business day following the
effective date of the registration statement registering the shares offered, or
July 3, 2009.
 
 In
connection with this offering, the Company agreed to grant 140,000 common
stock purchase options to five designees of  the Underwriters.
The options are exercisable from June 30, 2010 to June 30, 2014, and each option
is exercisable for one share of the Company’s common stock, with exercise price
at $8.11 per share. The Company used the Black-Scholes Model to value
the options granted, which amounted to $1,065,842. The value of options granted
to these individuals was included as part of the offering costs, and had no net
effect on the Company’s equity.
 
 The
following are the assumptions used by the Company in the Black-Scholes
Model:
 
 Number of
                              options
                            
                            Stock price
                            
                            
                            Exercise
                              price
                            
                            Expected
                              term
                            
                            Dividend
                              yield
                            
                            
                            Volatility
                            
                            
                            Risk-free
                              interest rate140,000
                            
                            $
                            8.97
                            
                            
                            $
                            8.11
                            
                            3.0
      years
                            
                            
                            —
                            
                            
                            
                            161
                            %
                            
                            
                            1.67
                            %
 
 The
following is a summary of the status of options outstanding:
 
 Outstanding Options
                                        
                                        
                                        Exercisable OptionsAverage
                                          Remaining
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        Average
                                          RemainingNumber
                                          of Options
                                        
                                        Contractual
                                          Life
                                        
                                        
                                        Average
                                          Exercise Price
                                        
                                        
                                        Number
                                          of Options
                                        
                                        
                                        Contractual
                                          Life
                                        
                                        
                                        Average
                                          Exercise Price140,000
                                        
                                        
                                        4.75
                                        
                                        
                                        $
                                        8.11
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        $
                                        —
 
 Following
is an activity summary of the Company’s outstanding options:
 
 Number of
                                                      Options
                                                      Outstanding
                                                    
                                                    
                                                    Weighted
                                                      Average
                                                      Exercise
                                                      Price
                                                    
                                                    
                                                    Aggregate
                                                      Intrinsic
                                                      ValueOutstanding
      as of December 31, 2008
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —Granted
                                                    
                                                    
                                                    140,000
                                                    
                                                    
                                                    $
                                                    8.11
                                                    
                                                    
                                                    
                                                    —Forfeited
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —Exercised
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —Outstanding
      as of December 31, 2009
                                                    
                                                    
                                                    140,000
                                                    
                                                    
                                                    $
                                                    8.11
                                                    
                                                    
                                                    $
                                                    —Forfeited
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —Exercised
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —Outstanding
      as of March 31, 2010 (unaudited)
                                                    
                                                    
                                                    140,000
                                                    
                                                    
                                                    $
                                                    8.11
                                                    
                                                    
                                                    $
                                                    —
  F-19
 
 Incremental
costs incurred of this offering, including underwriting commission, legal fees,
and printing costs were $1,730,477, and were directly deducted from the
proceeds. The gross proceeds of this offering were $20,897,800. The
Company received cash proceeds of $18,411,496 on July 6, 2009.
 
 Equity Compensation
Plan
 
 On
December 8, 2009, the Company’s board of directors approved a stock incentive
plan for officers, directors, employees and consultants entitled the “Skystar
Bio-Pharmaceutical Company 2010 Stock Incentive Plan” (the “2010 Plan”). The
maximum number of shares that may be issued under the 2010 Plan is 700,000
shares of the Company’s common stock. The 2010 Plan was approved by the
Company’s stockholders on December 31, 2009, and awards may be granted
thereunder until December 7, 2019. As of March 31, 2010, there are 700,000
shares of the Company’s common stock remaining available for future issuance
under the 2010 Plan.
  Note
14 - STATUTORY RESERVES
 
 Statutory
reserves represent restricted retained earnings. Based on the legal formation of
the entities, all PRC entities are required to set aside 10% of its net income
as reported in its statutory accounts on an annual basis to the statutory
surplus reserve fund. Once the total statutory surplus reserve reaches 50% of
the entity’s registered capital, further appropriations are discretionary. The
statutory surplus reserve can be used to increase the entity’s registered
capital (upon approval by relevant government authorities) and eliminate its
future losses under PRC GAAP (upon a resolution by the board of directors). The
statutory surplus reserve is not distributable to shareholders except in the
event of liquidation. As of March 31, 2010, Xian Tianxing has met the
statutory surplus reserve requirement, and approximately $7,534,275 still needs
to be transferred to the respective statutory surplus reserve of Shanghai
Siqiang and Sida.
  Appropriations
to the above statutory reserves are accounted for as a transfer from
unrestricted earnings to statutory reserves. There are no legal
requirements in the PRC to fund these statutory reserves by the transfer of cash
to any restricted accounts, and as such, the Company has not transferred any
cash to these accounts. These reserves are not distributable as cash
dividends.
 
 Note 15 –
TAXES
 
 Skystar
and Skystar California are subject to the United States federal income tax
provision. Skystar Cayman is a tax-exempt company incorporated in the Cayman
Islands and conducts all of its business through its subsidiaries, Fortunate
Time and Sida, and Sida’s PRC VIEs, Xian Tianxing and Shanghai
Siqiang.
 
 Sida,
Xian Tianxing, and Shanghai Siqiang are subject to PRC’s Enterprise Income Tax.
Pursuant to the PRC Income Tax Laws, Enterprise Income Tax is generally imposed
at a statutory rate of 25% beginning on January 1, 2008. Xian Tianxing has been
approved as a new technology enterprise, and under PRC Income Tax Laws is
entitled to a preferential tax rate of 15%.
 
 For the
years ended March 31, 2010 and 2009, the provisions for income tax were as
follows:
 
 2010
                      
                      
                      2009Current
      PRC income tax expenseEnterprise
      income tax
                      
                      $
                      325,319
                      
                      
                      $
                      211,520
 
 The
following table reconciles the U.S. statutory rates to the Company's effective
tax rate as of December 31:
  F-20
 
 2010
                          
                          
                          2009U.S.
      Statutory rate
                          
                          
                          34.0
                          %
                          
                          
                          34.0
                          %Foreign
      income not recognized in the U.S.
                          
                          
                          (34.0
                          )
                          
                          
                          (34.0
                          )China
      income tax rate
                          
                          
                          25.0
                          
                          
                          
                          25.0China
      income tax exemption
                          
                          
                          (10.0
                          )
                          
                          
                          (10.0
                          )Other item (1)
                          
                          
                          7.9
                          
                          
                          
                          1.6Total
      provision for income taxes
                          
                          
                          22.9
                          %
                          
                          
                          16.6
                          %
 
 (1)
                The
      other item is operating expenses incurred by Skystar that are not
      deductible in the PRC which resulted in an increase in effective tax rate
      of 7.9% and 1.6% for the three months ended March 31, 2010 and 2009,
      respectively.
 
 Taxes
payable consisted of the following:
 March
      31,
                      2010
                  
                  
                  December
      31,
                      2009Income
      taxes payable
                  
                  $
                  429,691
                  
                  
                  $
                  104,261Value
      added tax
                  
                  
                  359,730
                  
                  
                  
                  561,646Other
      taxes
                  
                  
                  35,661
                  
                  
                  
                  56,199Total
                  
                  $
                  825,082
                  
                  
                  $
                  722,106
  The
estimated tax savings due to the reduced tax rate for the three months ended
March 31, 2010 and 2009 amounted to $216,880 and $144,244,
respectively. If the statutory income tax had been applied, the Company
would have decreased basic earnings per share and diluted per shares from $0.16
to $0.12 and from $0.15 to $0.12 for the three months ended March 31, 2010,
respectively. For the three months ended March 31 2009, the basic and
diluted earnings per share would have decreased from $0.29 to $0.24 if the
statutory income tax had been applied.
 
 Skystar
is incorporated in the U.S. and has incurred a net operating loss for income tax
purposes for the three months ended March 31, 2010. As of March 31, 2010, the
estimated net operating loss carryforwards for U.S. income tax purposes amounted
to $4,943,295 which may be available to reduce future years’ taxable income.
These carryforwards will expire, if not utilized, beginning in 2026 and continue
through 2010. Management believes that the realization of the benefits arising
from this loss appears to be uncertain due to the Company’s limited operating
history and continuing losses for U.S. income tax purposes. Accordingly, the
Company has provided a 100% valuation allowance at March 31, 2010 and December
31, 2009. The valuation allowance at March 31, 2010 and December 31, 2009 was
$1,680,720 and $1,553,677, respectively. The Company’s management reviews
this valuation allowance periodically and makes adjustments as
necessary.
  The
Company has cumulative undistributed earnings of foreign subsidiaries of
approximately $27,303,297 as of March 31, 2010, which are included in
consolidated retained earnings and will continue to be indefinitely reinvested
in international operations.  Accordingly, no provision has been made for
U.S. deferred taxes related to future repatriation of these earnings, nor is it
practicable to estimate the amount of income taxes that would have to be
provided if we concluded that such earnings will be remitted in the
future.
 Note
16 - EARNINGS PER SHARE
 
 The
following is the calculation of earnings per share:
  F-21
 
 For the three months ended
                              March31,2010
                              (Unaudited)
                            
                            
                            2009
                              (Unaudited)Net
      income
                            
                            $
                            1,096,247
                            
                            
                            $
                            1,064,644Weighted
      average shares used in basic computation
                            
                            
                            7,061,530
                            
                            
                            
                            3,734,602Diluted
      effect of stock warrants
                            
                            
                            78,610
                            
                            
                            
                            -Weighted
      average shares used in diluted computation
                            
                            
                            7,140,140
                            
                            
                            
                            3,734,602Earnings
      per share:Basic
                            
                            $
                            0.16
                            
                            
                            $
                            0.29Diluted
                            
                            $
                            0.15
                            
                            
                            $
                            0.29
 
 For the
three months ended March 31, 2010, the average stock price was greater than the
exercise prices of warrants which resulted in additional weighted-average common
stock equivalents of 51,699. For the three months ended March 31, 2009, the
outstanding warrants were excluded from the diluted earnings per share
calculation as they are anti-dilutive as the average stock price was less than
the exercise prices of the warrants.
 
 For the
three months ended March 31, 2010, the average stock price was greater than the
exercise prices of 140,000 outstanding options which resulted in additional
weighted-average common stock equivalents of 26,911.
  Note
17 - RELATED PARTY TRANSACTIONS AND ARRANGEMENTS
 
 Amounts
receivable from and payable to related parties are summarized as
follows:
  March 31,
                                            2010
                                          
                                          
                                          December 31,
                                            2009(Unaudited)Short-term loans from
      shareholdersMr.
      Weibing Lu – officer and shareholder (1)
                                          
                                          $
                                          36,675
                                          
                                          
                                          $
                                          36,675Mr.
      Wei Wen – officer and shareholder (1)
                                          
                                          
                                          36,675
                                          
                                          
                                          
                                          36,675Ms.
      Aixia Wang – shareholder (1)
                                          
                                          
                                          36,675
                                          
                                          
                                          
                                          36,675Total
                                          
                                          $
                                          110,025
                                          
                                          
                                          $
                                          110,025Shares to be issued to related
      partyScott
      Cramer – non-executive director (2)
                                          
                                          $
                                          329,397
                                          
                                          
                                          $
                                          302,372Mark
      D Chen – non-executive director(2)
                                          
                                          
                                          -
                                          
                                          
                                          
                                          25,002Total
                                          
                                          $
                                          329,397
                                          
                                          
                                          $
                                          327,374Amounts due (from) to related
      partiesScott
      Cramer – non-executive director and shareholder (3)
                                          
                                          
                                          101,056
                                          
                                          
                                          
                                          143,556Shaanxi
      Xingji Electronics Co. - owned by a director's wife (3)
                                          
                                          
                                          5,687
                                          
                                          
                                          
                                          -Officer
      and shareholder (3)
                                          
                                          
                                          -
                                          
                                          
                                          
                                          41,468Total
                                          
                                          $
                                          106,743
                                          
                                          
                                          $
                                          185,024
  (1)
On May 29, 2008, Weibing Lu, Wei Wen and Aixia Wang obtained personal loans from
Yanta Credit Union and advanced cash to Xian Tianxing in the total amount
of $132,030 to facilitate operations. These loans, which were due on May 29,
2009 with 8.436% interest per annum and guaranteed by Xian Tianxing, were paid
in full on May 29, 2009. On June 2, 2009, Mr. Lu, Mr. Wen and Ms. Wang
again obtained loans from the same bank and advanced cash to Xian Tianxing in
the total amount of $110,025. These loans are due on June 1, 2010, with 10.11%
interest per annum and are also guaranteed by Xian Tianxing. For the three
months ended March 31, 2010 and 2009, Xian Tianxing paid interest of $3,845 and
$2,882, respectively, for these loans.
 F-22
 
 (2) As
of March 31, 2010 and December 31, 2009, the Company had
$329,397 (representing 49,834 common shares) and
$302,372 (representing 47,334 common shares), respectively, under
agreement to issue shares to Scott Cramer, as compensation for being a
representative of the Company in the United States for the periods from May
2008 to March 31, 2010, and December 31, 2009, respectively. In addition,
as of March 31, 2010 and December 31, 2009, the Company had $0 and $25,002
balance (representing 5,556 common shares) under agreement to issue shares to
Mark D Chen as compensation at the beginning of each term of his
directorship.
 (3)
Shaanxi Xinji Electronics Co., Ltd. is owned by the wife of Weibing Lu. The
amounts due to Shaanxi Xinji Electronics as of March 31, 2010 and December 31,
2009 were short-term cash transfers for business operations, non-interest
bearing, unsecured, and payable upon demand. As of March 31, 2010 and December
31, 2009, the Company also had amounts due to Scott Cramer for bonus and
the expenses paid by him on behalf of the Company.  The Company has
paid Bennet Tchaikovsky all of the outstanding compensation and expenses as of
March 31, 2010.
  Note
18 - COMMITMENTS AND CONTINGENCIES
 
 (a) Lease
commitments
 
 The
Company recognizes lease expense on a straight-line basis over the term of the
lease in accordance to the FASB’s accounting standard of accounting for leases.
The Company entered into a tenancy agreement for the lease of factory premises
for a period of ten years from October 1, 2004 to December 31, 2014, with annual
rent of $13,563 (or RMB 94,600), which is subject to a 10% increase every four
subsequent years.
  The
Company leases office space from Weibing Lu, the Company’s chief executive
officer, for a period of five years from January 1, 2007 to December 31, 2011,
with annual rent of approximately $24,000 (or RMB 165,600). The Company also
entered into a tenancy agreement with Weibing Lu for the lease of Shanghai
Siqiang’s office for a period of ten years from August 1, 2007 to August 1,
2017, with annual rent of approximately $21,000 (or RMB 144,000).
 
 The
Company entered into a tenancy agreement for the lease of an office space in
California for a period of three years from July 1, 2009 to July 1, 2012 with
monthly rent of $1,100.
 
 The
minimum future lease payments for the next five years and thereafter are as
follows:
  Period
                        
                        Amount(Unaudited)Nine
      months ending December 31, 2010
                        
                        $
                        65,728Year
      ending December 31, 2011
                        
                        
                        72,496Year
      ending December 31, 2012
                        
                        
                        41,603Year
      ending December 31, 2013
                        
                        
                        35,003Year
      ending December 31, 2014
                        
                        
                        35,003Year
      ending December 31, 2015 and thereafter
                        
                        
                        63,374Total
                        
                        $
                        313,207
 
 Rental
expense for the three months ended March 31, 2010 and 2009 amounted to $6,768
and $14,804, respectively.
  F-23
 
 (b) Legal
proceedings
  From time
to time, the Companyis involved in legal
matters arising in the ordinary course of business. Management
currentlyis not
aware of any legal matters or pending litigation which would have a significant
effect on the Company’s consolidated financial statements as of March 31,
2010.
 
 In May
2007, Andrew Chien filed suit against the Company, Scott Cramer, Steve Lowe,
David Wassung and Weibing Lu in United States District Court for the District of
Connecticut, alleging causes of action for violation of Sections 10(b) and 20(a)
of the Exchange Act. On July 17, 2008, in a decision that is now published, the
Court granted defendants' motion to dismiss and subsequently dismissed the
lawsuit, entering judgment on behalf of the defendants. Mr. Chien filed a notice
of appeal of the Court's dismissal of his lawsuit, opposed by the defendants,
which remains pending. Additionally, on February 5, 2009, the Court issued a
ruling on defendants' motion for sanctions, finding the action filed by Mr.
Chien to have been entirely frivolous, and to have constituted a "substantial"
violation of Federal Rule of Civil Procedure Rule 11, and imposed significant
monetary sanctions on both Mr. Chien and his former attorney. As part of the
basis for imposing sanctions on Mr. Chien personally, the Court specifically
found that Mr. Chien had knowledge of facts directly contradicting the
allegations of his complaint, as evident in internet postings he made on online
message boards. Mr. Chien subsequently filed motions seeking to "re-open" this
case, and to recuse the judge, but both motions were denied. A Notice of Appeal
concerning the ruling awarding sanctions against him was also filed by Mr.
Chien.  All appeals, including the one referenced below concerning Mr.
Chien's second lawsuit, were subsequently consolidated and remain pending,
although briefing has been completed.
 
 Subsequently,
Mr. Chien, proceeding pro se, filed another lawsuit against the Company, Scott
Cramer, Steve Lowe, David Wassung and Weibing Lu in Connecticut Superior Court,
alleging causes of action similar to those alleged in his federal complaint
described above as well as state law causes of action. The case was removed to
the U.S. District Court, District of Connecticut, and assigned to the same Judge
who dismissed Mr. Chien’s related federal action. On June 8, 2009, the Court
granted defendants’ motion to dismiss this action in its entirety, and denied
Mr. Chien’s motion to further amend his complaint. Mr. Chien filed a Notice of
Appeal concerning the ruling dismissing this lawsuit, which has been
consolidated with Mr. Chien’s appeal of his other lawsuit.
 
 Other
than the above described legal proceedings, the Company is not aware of any
other legal matters in which purchasers, any director, officer, or any owner of
record or beneficial owner of more than five percent of any class of voting
securities of the Company, or any affiliate of purchaser, or of any such
director, officer, affiliate of the Company, or security holder, is a party
adverse to the Company or has a material adverse interest to the Company. No
provision has been made in the consolidated financial statements for the above
contingencies.
  (c)Ownership of leasehold
property
 
 In 2005,
a shareholder contributed a leasehold office building as additional capital of
Xian Tianxing. However, the title of the leasehold property has not passed to
the Company. The Company does not believe there are any legal barriers for the
shareholder to transfer the ownership to the Company. However, in the event that
the Company fails to obtain the ownership certificate for the leasehold
property, there is a risk that the building will need to be vacated due to
unofficial ownership. Management believes that this possibility is remote, and
as such, no provision has been made in the consolidated financial statements for
this potential occurrence.
 
 (d) R&D Project
  During
the first quarter of 2008, Xian Tianxing contracted with Northwestern
Agricultural Technology University to jointly work on an R&D project
concerning the application of nano-technology in the prevention of major milk
cow disease. The total projected budget for this project is approximately
$574,000 (RMB 4 million) which is to be paid according to the completed
stages of the project. The Company expects this project to be completed in 2010.
As of March 31, 2010 and 2009, the Company incurred approximately $0 and
$117,352 (RMB 800,986) of expenses relating to this project. The project reached
trial stage in June 2009 and the Company expects to obtain veterinary permit for
the new product from government on 2010.
  F-24
 
 During
2008, Xian Tianxing contracted with Shanxi Shenzhou Bio-pharmaceuticals
Technology Company to jointly work on a R&D project with a contracted amount
of approximately $308,000.  As of December 31, 2009, the Company
incurred approximately $102,627 (RMB 700,000) expenses relating to this project.
This project was completed by December 31, 2009.
 
 During
the year ended December 31, 2009, Xian Tianxing contracted with the Fourth
Military Medical University to jointly work on a R&D project with a
contracted amount of approximated $880,200(RMB 6,000,000).  As of
March 31, 2010 and 2009, the Company incurred approximately $43,995 (RMB
300,000) and $0 expenses relating to this project.  F-25




ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.





The following discussion and analysis of
our financial condition and results of operations for the three months ended
March 31, 2010 should be read in conjunction with ourconsolidated financial statements and
the notes thereto and the other financial information appearing elsewhere in
this item. In addition to historical information, the following discussion
contains certain forward-looking statements within the “safe harbor”provisions of the Private Securities
Litigation Reform Act of 1995. These statements relate to our future plans,
objectives, expectations and intentions. These statements may be identified by
the use of words such as “may”, “will”, “could”, “expect”, “anticipate”, “intend”, “believe”, “estimate”, “plan”, “predict”, and similar terms or terminology, or
the negative of such terms or other comparable terminology. Although we believe
the expectations expressed in these forward-looking statements are based
onreasonable assumptions within the
bounds of our knowledge of our business, our actual results could differ
materially from those discussed in these statements. Factors that could
contribute to such differences include, but are not limited to, those
discussed in the “Risk Factors”section of this Quarterly Report on
Form 10-Q. We undertake no obligation to update publicly any forward-looking
statements for any reason even if new information becomes available or other
events occur in the future.





Our financial statements are prepared in U.S.
dollars and in accordance with accounting principles generally accepted in the
United States of America. See “Exchange Rates”below for information concerning the
exchanges rates at which Renminbi were translated into U.S. dollars at various pertinent dates and
for pertinent periods.




Overview





Skystar Bio-Pharmaceutical Company
(“Skystar”or the “Company”), formerly known as The Cyber Group
Network Corporation, was incorporated in Nevada on September 24, 1998. The
Company is a holding
company that, through its variable interest entity (“VIE”) Xian Tianxing Bio-Pharmaceutical Co.,
Ltd. (“Xian
Tianxing”), researches,
develops, manufactures and distributes veterinary health care and medical care
products in the People’s Republic of China (“PRC”).





All of the Company’s operations are carried out by Xian
Tianxing, a PRC company, which the Company controls through contractual
arrangements originally between Xian Tianxing and Skystar Bio-Pharmaceutical
(Cayman) Holdings Co., Ltd.
(“Skystar
Cayman”), a Cayman Islands
company that became the Company’s wholly owned subsidiary subsequent to
a share exchange transaction on November 7, 2005.  On March 10, 2008,
all of the rights and obligations of Skystar Cayman under the contractualarrangements were transferred to Sida
Biotechnology (Xian) Co., Ltd. (“Sida”), a PRC company and wholly owned
subsidiary of Fortunate Time International Limited, a Hong Kong company and
wholly owned subsidiary of Skystar Cayman. Xian Tianxing also has a
wholly owned subsidiary, Shanghai Siqiang
Biotechnological Co., Ltd., a PRC company.





Such contractual arrangements are
necessary to comply with Chinese laws limiting foreign ownership of certain
companies. Through these contractual arrangements, we have theability to substantially influence Xian
Tianxing’s daily operations and financial
affairs, appoint its senior executives and approve all matters requiring
shareholder approval. As a result of these contractual arrangements, which
enable us to control XianTianxing, we are considered the primary
beneficiary of Xian Tianxing. Please see Note 1 to our consolidated financial
statements for the three months ended March 31, 2010, for the impact of the
contractual arrangements on our consolidated financial statements.




Currently, we have four major product
lines:




·
            Our
      bio-pharmaceutical veterinary vaccine line currently includes over 10
      products;





·
            Our
      veterinary medicine line for poultry and livestock currently includes over
      159 products;





·
            Our
      feed additives line currently includes over 10 products;
    and





·
            Our
      micro-organism products line currently includes over 16
      products.





All of our revenue is derived
from the sale of veterinary healthcare and medical care products in
China, which are distributed through a distribution channelcovering 29 provinces. As
of March 31, 2010, we hadover1,539distributors and 529direct customers.





Critical Accounting Policies and
Estimates





In preparing the consolidated financial
statements in accordance with accounting principles generally accepted in
the United States of America, we make estimates and assumptions about the effect
of matters that are inherently uncertain and may change in subsequent periods.
The resulting accounting estimates will, by definition, vary from the related actual results. We
consider the following to be the most critical accounting
policies:




•
              Revenue
      recognition: Revenues of the Company include sales of bio-pharmaceutical
      and veterinary products in China. Sales are recognized when the following
      four revenue criteria are met: persuasive evidence of an arrangement
      exists, delivery has occurred, the selling price is fixed or determinable,
      and collectability is reasonably assured. Sales are recorded net of value
      added tax (“VAT”). No return allowance is made as product returns are
      insignificant based on historical
experience.





(a)
              Credit
      sales: Revenue is recognized when the products have been
      delivered to the
customers.


4




(b)
              Full payment before
      delivering:Revenue is recognized when the products have been
      delivered to customers.




•
              Accounts
      receivable: We perform ongoing credit evaluations of our customers and
      adjust credit limits based upon payment history and the customers’ current
      credit worthiness, as determined by a review of their current credit
      information. We continuously monitor collections and payments from our
      customers and maintain a provision for estimated credit losses based upon
      historical experience and any specific customer collection issues that
      have been identified. While such credit losses have historically been
      within our expectations and the provisions established, we cannot
      guarantee that we will continue to experience the same credit loss rates
      that have been experienced in the
past.




Our accounts receivable aging was as follows for the periods
below:





From Date of Invoice to Customer:
                                                                                    
                                                                                    March
      31,
                                                                                      2010
                                                                                    
                                                                                    
                                                                                    December
      31,
                                                                                      20090-30
      days
                                                                                    
                                                                                    $
                                                                                    2,345,780
                                                                                    
                                                                                    
                                                                                    $
                                                                                    4,401,07131 – 60
      days
                                                                                    
                                                                                    
                                                                                    280,791
                                                                                    
                                                                                    
                                                                                    
                                                                                    177,41661 – 90
      days
                                                                                    
                                                                                    
                                                                                    347,676
                                                                                    
                                                                                    
                                                                                    
                                                                                    21,86891 – 120
      days
                                                                                    
                                                                                    
                                                                                    190,318
                                                                                    
                                                                                    
                                                                                    
                                                                                    23,865121days
      and above
                                                                                    
                                                                                    
                                                                                    610,370
                                                                                    
                                                                                    
                                                                                    
                                                                                    86,824Allowance
      for bad debts
                                                                                    
                                                                                    
                                                                                    (327,857
                                                                                    )
                                                                                    
                                                                                    
                                                                                    (327,857
                                                                                    )Total
                                                                                    
                                                                                    $
                                                                                    3,447,078
                                                                                    
                                                                                    
                                                                                    $
                                                                                    4,383,187





On average, we collect our receivables
within 90 days. Historically, we have collected all of our accounts receivable and
have had no write offs. This is attributed to the steps that we take prior to
extending credit to our customers as discussed above. If we are having
difficulty collecting from a customer, we take the following steps:
cease existing shipments to the customer,
our sales force actively calls and goes to the customer’s site reminding the customer of their
past due invoice and requesting payment, and if those methods are unsuccessful
we use our outside legal counsel. If, inthe future, those steps are unsuccessful,
management would determine whether or not the receivable should be written
off.





Warrants:
We have adopted the accounting standards of accounting for stock purchase
warrants and other related derivative accounting standards for valuation and
accounting treatment of our outstanding warrants.





Recent Issued Accounting
Pronouncements





In
October 2009, the FASB issued an ASU regarding accounting for own-share lending
arrangements in contemplation of convertible debt issuance or other financing.
This ASU requires that at the date of issuance of the shares in a share-lending
arrangement entered into in contemplation of a convertible debt offering or
other financing, the shares issued shall be measured at fair value and be
recognized as an issuance cost, with an of f set to additional paid-in capital.
Further, loaned shares are excluded from basic and diluted earnings per share
unless default of the share-lending arrangement occurs, at which time the loaned
shares would be included in the basic and diluted earnings-pe r -share
calculation. This ASU is effective for fiscal years beginning on or after
December 15, 2009, and interim periods within those fiscal years for
arrangements outstanding as of the beginning of those fiscal
years.  The adoption of this ASU did not have a material impact on the
Company’s consolidated financial statements.





In
January 2010, the FASB issued ASU No. 2010-02 regarding accounting and reporting
for decreases in ownership of a subsidiary.  Under this guidance, an
entity is required to deconsolidate a subsidiary when the entity ceases to have
a controlling financial interest in the subsidiary.  Upon
deconsolidation of a subsidiary, an entity recognizes a gain or loss on the
transaction and measures any retained investment in the subsidiary at fair
value.  In contrast, an entity is required to account for a decrease
in its ownership interest of a subsidiary that does not result in a change of
control of the subsidiary as an equity transaction.  This ASU
clarifies the scope of the decrease in ownership provisions, and expands the
disclosures about the deconsolidation of a subsidiary or de-recognition of a
group of assets.  This ASU is effective beginning in the first interim
or annual reporting period ending on or after December 31, 2009.  The
adoption of this ASU did not have a material impact the Company’s consolidated
financial statements.





In
January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair
Value Measurements. This update provides amendments to Subtopic 820-10 that
requires new disclosure to include transfers in and out of Levels 1 and 2 and
activity in Level 3 fair value measurements.  Further, this update
clarifies existing disclosures on level of disaggregation and Disclosures about
inputs and valuation techniques.  A reporting entity should provide
fair value measurement disclosures for each class of assets and liabilities and
should provide disclosures about the valuation techniques and inputs used to
measure fair value for both recurring and nonrecurring fair value measurements.
Those disclosures are required for fair value measurements that fall in either
Level 2 or Level 3.  The new disclosures and clarifications of
existing disclosures are effective for interim and annual reporting periods
beginning after December 15, 2009, except for the disclosures about purchases,
sales, issuances, and settlements in the roll forward of activity in Level 3
fair value measurements. Those disclosures are effective for fiscal years
beginning after December 15, 2010, and for interim periods within those fiscal
years.  The Company is currently evaluating the impact of this ASU;
however, the Company does not expect the adoption of this ASU to have a material
impact on its consolidated financial statements.


5





In
February 2010, the FASB issued ASU 2010-09, “Subsequent Events (Topic 855):
Amendments to Certain Recognition and Disclosure Requirements,” or ASU 2010-09.
ASU 2010-09 primarily rescinds the requirement that, for listed companies,
financial statements clearly disclose the date through which subsequent events
have been evaluated. Subsequent events must still be evaluated through the date
of financial statement issuance; however, the disclosure requirement has been
removed to avoid conflicts with other SEC guidelines. ASU 2010-09 was effective
immediately upon issuance and was adopted in February 2010.





Results of Operations–Three Months Period ended March 31,
2010 and 2009





The following table summarizes our
results of operations for the three months ended March 31, 2010 and
2009.





Three Months Ended March
      31,2010
                                    
                                    
                                    2009Amount
                                    
                                    
                                    Percentage of
                                      total revenue
                                    
                                    
                                    Amount
                                    
                                    
                                    Percentage of
                                      total revenueRevenues
                                    
                                    $
                                    4,869,243
                                    
                                    
                                    
                                    100
                                    %
                                    
                                    $
                                    3,823,566
                                    
                                    
                                    
                                    100
                                    %Gross
      Profit
                                    
                                    $
                                    2,578,024
                                    
                                    
                                    
                                    53
                                    %
                                    
                                    $
                                    1,877,208
                                    
                                    
                                    
                                    49
                                    %Operating
      Expense
                                    
                                    $
                                    834,679
                                    
                                    
                                    
                                    17
                                    %
                                    
                                    $
                                    639,442
                                    
                                    
                                    
                                    17
                                    %Income
      from Operations
                                    
                                    $
                                    1,743,345
                                    
                                    
                                    
                                    36
                                    %
                                    
                                    $
                                    1,237,766
                                    
                                    
                                    
                                    32
                                    %Other
      (Expenses)/ gains
                                    
                                    $
                                    (321,779)
                                    
                                    
                                    
                                    6
                                    %
                                    
                                    $
                                    38,398
                                    
                                    
                                    
                                    1
                                    %Income
      Tax Expenses
                                    
                                    $
                                    325,319
                                    
                                    
                                    
                                    7
                                    %
                                    
                                    $
                                    211,520
                                    
                                    
                                    
                                    5
                                    %Net
      Income
                                    
                                    $
                                    1,096,247
                                    
                                    
                                    
                                    23
                                    %
                                    
                                    $
                                    1,064,644
                                    
                                    
                                    
                                    28
                                    %





Revenues.All of our revenues are derived from the
sale of veterinary healthcare and medical care products in the PRC. For the three
months ended March 31, 2010, we hadrevenues of $4,869,243 as compared to $3,823,566 for the three months ended March 31,
2009, an increase of approximately27%.Our revenues consist of
four product lines: veterinary medications, micro-organism, feed additives, and
vaccines. Our revenues tend to be seasonal whereby the third quarter, fourth
quarter, second quarter and first quarter have historically trended to represent
our largest to smallest revenue quarters, respectively.





Revenues—Veterinary
Medications.Revenues from sales of our veterinary
medications product line increased from$2,602,496 for the three months ended March31,2009 to $3,196,259 for the three months ended March 31,
2010,for an increase of $593,763
or23%. The increase in veterinary medication
saleswas primarily due to
our increased utilization of our veterinary medicine facilityand increased sales efforts. Of total revenues from veterinary
medications during the three months March 31, 2010, approximately $830,600, or 17% of total revenues,resulted from the sale of
Praziquantel tablets which treats schistosomiasis.





Revenues—Micro-Organism.Revenues from sales of our
micro-organism product line increased from $893,293 for the three months ended March 31, 2009 to $1,206,578 for the three months ended March 31,
2010 for an increase of $313,285 or35%.The increase was a result of
increased sales efforts of our
probiotics micro-organism products during the three months endedMarch 31, 2010.





Revenues—Feed
Additives.Revenues from sales of our feed
additives product line increased from $182,311 for the three months ended March 31,
2009 to $236,040 for the
three months ended March 31, 2010 for an increase of $53,729 or29%. The increasewas theresult of increased sales efforts of
ourfeed
additivesproducts during the three months endedMarch 31, 2010.





Revenues—Vaccines.  Revenues from sales of our
vaccines product line increased from $145,466 for the three months ended March 31,
2009 to $230,366 for the
three months ended March 31, 2010for an increase of $84,900 or58%. This increase was a result
ofincreaseddemandforour vaccine products during the three
months endedMarch
31, 2010. We are presently operating at full
production capacity for our vaccine product line and therefore cannot
significantly increase sales until we expand our production
capabilities,which we presently have underway and
anticipate completionin
the first half of 2010 and commencement of production in the second half of
2010.





Cost of Sales





Cost of
revenue.For the three months ended March 31,
2010,ourcost of revenues, which consists of raw
materials, direct labor, and manufacturing overhead,was$2,291,219 as compared to $1,946,358for the three months ended
March 31, 2009, an increase
of approximately18%. Our
cost of sales consists of four product lines: veterinary medications,
micro-organism, feed additives, and vaccines. The increase wasprimarilydue to increased product
sales.





Cost of
Sales—Veterinary
Medications.Cost of sales of our veterinary
medications product line increased from $1,592,809 for the three months ended March 31,
2009 to $1,822,258 for the
three months ended March 31, 2010, for an increase of $229,449 or approximately14%. This increase was mainly dueto the corresponding increase in
veterinary medication sales.





Cost of
Sales—Micro-Organism.Cost of sales of our micro-organism
product line increased from $260,537 for the three months ended March 31,
2009 to $343,018 for the
three months ended March
31, 2010 for an increase of $82,481 or approximately32%. This increase was mainly dueto the corresponding
increase in micro-organism sales.


6





Cost of Sales—Feed
Additives.Cost of sales of our feed additives
product line increased from $77,439 for the three months ended March 31,
2009 to $100,046 for the
three months ended March 31, 2010 for an increase of $22,607or29%. This increasewas mainly dueto a corresponding increase infeed additivesproducts sales.





Cost of
Sales—Vaccines.Cost of sales of our vaccines product
line increased from $15,573for the three months ended March 31, 2009 to $25,897 for the three months ended March 31,
2010, for an increase of $10,324 or66%. This increase was the result
ofan increase of
vaccine product sales during the three months endedMarch 31, 2010. We are presently operating at full
production capacity for our vaccine product line and therefore cannot
significantly increase sales until we expand our production capabilities which
we presently have underway and anticipate completion in the second half of the
year.




Operating Expenses





The Three Months Ended March,2010
                                      
                                      
                                      2009Amount
                                      
                                      
                                      Percentage of
                                        total revenue
                                      
                                      
                                      Amount
                                      
                                      
                                      Percentage of
                                        total revenueGross
      Profit
                                      
                                      $
                                      2,578,024
                                      
                                      
                                      
                                      53
                                      %
                                      
                                      $
                                      1,877,208
                                      
                                      
                                      
                                      49
                                      %Operating
      Expenses
                                      
                                      $
                                      834,679
                                      
                                      
                                      
                                      17
                                      %
                                      
                                      $
                                      639,442
                                      
                                      
                                      
                                      17
                                      %Selling
      Expenses
                                      
                                      $
                                      171,134
                                      
                                      
                                      
                                      3
                                      %
                                      
                                      $
                                      207,395
                                      
                                      
                                      
                                      6
                                      %General
      and Administrative Expenses
                                      
                                      $
                                      619,550
                                      
                                      
                                      
                                      13
                                      %
                                      
                                      $
                                      314,695
                                      
                                      
                                      
                                      8
                                      %Research
      and Development Costs
                                      
                                      $
                                      43,995
                                      
                                      
                                      
                                      1
                                      %
                                      
                                      $
                                      117,352
                                      
                                      
                                      
                                      3
                                      %Income
      from Operations
                                      
                                      $
                                      1,743,345
                                      
                                      
                                      
                                      36
                                      %
                                      
                                      $
                                      1,237,766
                                      
                                      
                                      
                                      32
                                      %





Selling
Expenses.  Selling expenses, which
consist of commissions, advertising and promotion expenses, freight charges, and
salaries, totaled $171,134 for the three months ended March 31,
2010 as compared to $207,395 for the three months ended March 31, 2009, adecrease of approximately$36,261or17%. This decrease is the result
ofreduced travelexpensesfromhiring local sales people, and reduced
trade show expensesforthe first three months of
2010compared to the same
period in 2009.





General and
Administrative Expenses.  General and administrative
expenses totaled $619,550 for thethree months ended March 31, 2010, as
compared to $314,695
for the three months ended March
31, 2009, an increase ofapproximately97%.General and administrative expenses forourChinese operating entity have held
steady relative to revenue.This increasewasmainly incurred in the UnitedStates,including stock compensation expenses
for officers and directors, andfees related toauditing, legal, investor relations,and other professionalservices.





Research and
Development Costs.  Research and
development costs, which
consist of salaries, professional fees, and technical support fees, totaled
$43,995 for the three
months ended March 31, 2010, as compared to $117,352 for the three months ended March 31, 2009, adecrease of approximately63%.Most of thecurrent research projects are in the
later phases of developmentfocusing on applications and
documentationwithoutthesignificant outlaysrelated to the earlier phases of the
projectswhen large scale testing was
required.





Liquidity





For the three months ended March 31, 2010, cash provided
by operating activities was $1,908,957 compared to cash provided by operating
activities of $133,395 for the same period in
2009.This
increase is primarily attributable toimproved accounts receivable collectionsand increased deposits
received from customers,after adjustingforthenon-cash chargeof warrant revaluation, and
offset by increase in inventory that reduced some of the positive cash flow.
As of March 31, 2010, we had
approximately38suppliers that
wehave made advances to in
order to secure our raw materials and obtain favorable
pricing.





We used $7,355,381 in investing activities for the three
months ended March 31, 2010, as compared to $714,270 used in investing activities for the three
months endedMarch 31,
2009. Net cash used in investing increasedas a result of refundable
deposits made in connection with potential acquisitions.





Cashused by financing activities was
$298,244 for the three
months ended March 31, 2010 as compared to $126,877 generated for the three months ended March
31, 2009. Cashused by financing activities for the three
months ended March 31, 2010 wasmainlyforrepayment ofshort-term loans. Cash provided by financing activities
for the three months ended March 31, 2009 wasmainlythe result ofproceeds fromshort-term loans.




As of March 31, 2010, we had cash of
$5,911,415. Our total
current assets were $27,100,696, and our total current liabilities were
$4,336,729, which resulted
in a net working capital of $22,763,967.





Capital Resources





During
the three months ended March 31, 2010, we made additional deposits of $5,499,375
for potential acquisitions. The deposits are refundable in the event the
acquisitions cannot be completed. We also repaid $219,975 in short-term loans.
The Company has sufficient capital for its operations.  However, if we
are to acquire another business or further expand our operations, we may need
additional capital.




7




Plan of Operations





Over the next 12 months, we plan to
continue to market and sellour current products and to develop new
products.





In 2003, we received approval from the
State Council of China to expand our production facilities and construct a new
GMP standard plant. We have invested $10,501,000 (RMB 82,000,000) into this
project, which is our
Huxian plant, including approximately $9,700,000 for the facilities and $800,000
for working capital. The construction work commenced in 2005, and we completed
the veterinary medicine facility and the building that houses quality control,
research and development and administration
during 2007, both of which are fully operational. Construction of the
micro-organism facility was completed in December 2009. The remaining
facilities of the Huxian plant are expected to be completed in the second
quarter of 2010, rather than the fourth quarter of 2009 as previously
anticipated.After the completion of the construction
phase, it typically takes 3 months for the Chinese Agriculture Ministry to issue
the GMP certification.We anticipate that the new factory will
generate sufficient cash flows; thus, management has concluded thatthere is no impairment loss on the
construction in progress.





We believe that Xian Tianxing will be
developing new products including animal immunization products, non-pathogenic
micro-organisms for the cure and prevention of livestock disease, complex
enzyme preparations as
animal feed additives, and several new veterinary medicine products within the
next 12 months.




Contractual Obligations and Off-Balance
Sheet Arrangements





Contractual
Obligations




Payments Due by PeriodContractual Obligations
                                                                                                        
                                                                                                        Total
                                                                                                        
                                                                                                        
                                                                                                        Less than
                                                                                                          1 year
                                                                                                        
                                                                                                        
                                                                                                        1 – 3 years
                                                                                                        
                                                                                                        
                                                                                                        3 – 5 years
                                                                                                        
                                                                                                        
                                                                                                        More than
                                                                                                          5 yearsR&D
      Project Obligation
                                                                                                        
                                                                                                        $
                                                                                                        908,396
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        908,396
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        -Operating
      Lease Obligations
                                                                                                        
                                                                                                        
                                                                                                        313,207
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        65,728
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        149,102
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        56,128
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        42,249Total
                                                                                                        
                                                                                                        $
                                                                                                        1,221,603
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        974,124
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        149,102
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        56,128
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        42,249





Off-Balance Sheet
Arrangements





We do not have any outstanding financial
guarantees or commitments to guarantee the payment obligations of any third
parties. We have not entered into any derivative contracts that
are indexed to our shares and classified as stockholders’equity or that are not reflected in our
consolidated financial statements. Furthermore, we do not have any retained or
contingent interest in assets transferred to an unconsolidated entity that
serves as credit, liquidity or market risk support to such entity. We do not
have any variable interest in any unconsolidated entity that provides financing,
liquidity, market risk or credit support to us or engages inleasing, hedging or research and
development services with us.





Exchange Rate





Xian Tianxing maintains its books and
records in Renminbi (“RMB”), the lawful currency of China. In
general, for consolidation purposes, we translate Xian Tianxing’s assets andliabilities into US$ using the
applicable exchange rates prevailing at the balance sheet date, and the
statement of income is translated at average exchange rates during the reporting
period. Adjustments resulting from the translation of Xian Tianxing’s financial statements are recorded as
accumulated other comprehensive income.





The exchange rates used to translate
amounts in RMB into US$ for the purposes of preparing the consolidated financial
statements or otherwise stated in this MD&A were as
follows:





March 31, 2010
                
                December 31, 2009
                
                March 31, 2009Assets
      and liabilities
                
                USD0.14665:RMB1
                
                USD0.14670:RMB1
                
                USD0.14650:RMB1Statements
      of operations and cash flows for the period/year ended
                
                USD0.14670:RMB1
                
                USD0.14661:RMB1
                
                USD0.14651:RMB1





No representation is made that RMB
amounts have been, or would be, converted into US$ at the above
rates.





Inflation





We believe that inflation has not had a
material effect on our operations to date.





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK





Not Applicable




8




ITEM 4. CONTROLS AND
PROCEDURES


Evaluation ofDisclosure Controls and
Procedures





As of
March 31, 2010, we carried out an evaluation, under the supervision and with the
participation of our management, including our chief executive officer and our
chief financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our chief executive
officer and chief financial officer concluded that our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934) were not effective.





In
September of 2009, we engaged Union Strength Business Consulting Co. (“Union
Strength”) to analyze the Company’s business processes and develop internal
control procedures to improve the Company’s internal control.  Union
Strength provided detailed recommendations and prescribed operational procedures
to enhance the Company’s control procedures.  The Company has
implemented some of the recommended control procedures especially surrounding
the area of cash transactions.  As a result, there has been
significant improvement in reducing cash transactions both in sales and
purchases.  The Company is continuing its work with Union Strength to
further improve internal controls in other areas of operations.





Changes in Internal Controls over
Financial Reporting





There were no changes in our internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under
the Securities Exchange Act of 1934, as amended) during the three months ended
March 31, 2010 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.


9


PART II. OTHER
INFORMATION





ITEM 1. LEGAL
PROCEEDINGS





The following discusses all known or
anticipated material legal proceedings commenced by or against
us.  Occasionally we may be named as a party in claims and legal
proceedings arising out of thenormal course of our business. These
claims and legal proceedings may relate to contractual rights and obligations,
employment matters, or to other matters relating to our business and operations.
In the opinion of management, the ultimate outcome of claims and litigation of which management is
aware will not have a material adverse effect on our consolidated financial
position or results of operation.




Other than the matter discussed below,
we are not aware of any material pending legal proceedings involving us.





Andrew
Chien v. Skystar Bio-Pharmaceutical Company, et. al.(US. District Court, District of
Connecticut, Case No. 3:2007cv00781). Andrew Chien filed suit against the
Company, R. Scott Cramer, Steve Lowe, David Wassung and Weibing Lu in United
States District Court for
the District of Connecticut, alleging causes of action for violation of Sections
10(b) and 20(a) of the Exchange Act. In or around November 2007, the defendants
filed motions to dismiss the complaint for failure to state a claim
andfor lack of personal
jurisdiction. Mr. Chien agreed to voluntarily amend the complaint after the
motions were filed, and an amended complaint was subsequently filed on or around
January 4, 2008. The amended complaint dropped Weibing Lu (who is a residentof China and was never served) as a
defendant. The remaining defendants contended that the amended complaint
failed to correct the deficiencies of the original complaint, and filed a
renewed motion to dismiss for failure to state a claim, also preserving
their challenge to personal
jurisdiction. The defendants denied all claims and moved the Court to
dismiss the amended complaint in its entirety in their motion to dismiss. The
motion to dismiss also requested that the Court award sanctions against Mr.
Chienunder Federal Rule of Civil Procedure
Rule 11 ("Rule 11") and the Private Securities Litigation Reform Act ("PSLRA").
On July 17, 2008, in a decision that is now published, the Court
granted defendants' motion and subsequently dismissed the lawsuit,
entering judgment on behalf of
the defendants.  Chien filed a Notice of Appeal of the Court's
dismissal of his lawsuit, opposed by the defendants, which remains
pending.  Defendants were invited by Judge Kravitz to bring a post-judgment
motion for sanctions pursuant to Rule 11 and the PSLRA, which
they did.  On February 5, 2009, Judge Kravitz issued a ruling on
defendants' Motion for Sanctions.  He found the action filed by Chien to
have been entirely frivolous, and to have constituted a "substantial" violationof Rule 11, and imposed significant
monetary sanctions on both Chien and his former attorney.  As part of the
basis for imposing sanctions on Mr. Chien personally, the Court specifically
found that Chien had knowledge of facts directly contradicting the
allegations of his complaint, as evident in
internet postings he made on online message boards.  Chien subsequently
filed motions seeking to "re-open" this case and to recuse Judge Kravitz, but
both motions were denied.  A Notice of Appeal concerning the
ruling awarding sanctions against him was
also filed by Chien.  All appeals, including the one referenced below
concerning Chien's second lawsuit, were subsequently consolidated and remain
pending.




Andrew
Chien v. Skystar Bio-Pharmaceutical Company, et. al.(formerly Superior Court, State of
Connecticut, Case No. NNH-CV-09-5025938-S, now U.S. District Court,
District of Connecticut, Case No. 3:09-CV-00149 (MRK)). Andrew Chien,
proceeding pro se, filed another lawsuit against the Company,
Scott Cramer, SteveLowe, David Wassung and Weibing Lu in
Connecticut Superior Court, alleging causes of action similar to those alleged
in his federal complaint described above as well as state law causes of action.
The Company argued in response that the new complaint was
just as frivolous as Mr. Chien's earlier
federal action, which the new complaint substantially duplicated. The
earlier federal action, described above, was found to be  completely
frivolous and dismissed in its entirety, with substantial monetary sanctionsawarded against both Chien and his former
attorney. A Notice of Removal to the U.S. District Court, District of
Connecticut was filed in the state case on January 27, 2009, and the case was
assigned to Judge Kravitz, the federal judge in the related federalcase previously dismissed.  The
Company filed a Motion to Dismiss Chien's new action.  In their motion to
dismiss, defendants argued that all the claims asserted by Chien were frivolous,
including among other grounds that they were time-barred and otherwise substantively meritless, and that
sanctions against Mr. Chien under Federal Rule of Civil Procedure Rule 11
("Rule 11") and the Private Securities Litigation Reform Act ("PSLRA") were
again warranted.  Rather than file an opposition to Defendants'
motion to dismiss, Chien filed a motion
seeking to amend his complaint along with a proposed First Amended Complaint
("FAC"), which the Court ultimately granted.  The FAC purported to drop all
eleven claims for securities fraud asserted by Chien, all of whichdefendants had contended were frivolous
and meritless.  The Court ruled that these claims, abandoned in the wake of
Defendants' motion to dismiss, were all deemed dismissed with prejudice, and
that no further briefing on defendants' pending Motion to Dismiss the action was required. 
Subsequently, the Court granted the defendants' Motion to Dismiss, dismissing
the action and all claims asserted in their entirety.  In the ruling, the
Court held that all claims asserted against the defendants were barred andfailed to state a claim on a multiplicity
of grounds, including on the basis ofres
judicataas well as
other substantive defects.Defendants filed a second Motion for
Sanctions under Rule 11 and the PSLRA.  The Motion was subsequently granted
by Judge Kravitz, and Chien
was again ordered to pay additional monetary sanctions to the Company.
 Chien filed a Notice of Appeal concerning the ruling dismissing his second
lawsuit.  In it's filings with the Court of Appeal, the Company has argued
that the appealsare groundless and the earlier rulings by
Judge Kravitz should be upheld, including the two awards of sanctions against
Mr. Chien.  The Court of Appeals for the Second Circuit has consolidated
all of Chien's appeals from both of his lawsuits.Briefing hasbeen completed in these consolidated
appeals and a final appellate decision is awaited by the Company.





ITEM 1A. RISK
FACTORS





Our
business is influenced by many factors that are difficult to predict, involve
uncertainties that may materially affect actual results and are often beyond our
control. We have identified a number of these risk factors in our annual report
on Form 10-K for the year ended December 31, 2009, which factors should be
taken into consideration when reviewing the information contained in this
report. There have been no material changes in our risk factors from those
disclosed in Part I, Item 1A, of our annual report on Form 10-K as of and for
the year ended December 31, 2009.


10





ITEM 2.   UNREGISTERED
SALES OF EQUITY SECURITIES AND USEOF PROCEEDS





On
February 26, 2010, we issued 10,830 shares of our restricted common stock to
Bennet P. Tchaikovsky as compensation, pursuant to the terms of his services
agreement as our chief financial officer, which position he resigned from on
April 16, 2010.
 
 On
February 26, 2010, we issued 5,556 shares of our restricted common stock to Mark
D. Chen as compensation, pursuant to the terms of his directorship
agreement.  On March 15, 2010, 2,778 shares of our restricted common
stock were issued to Mr. Chen in error. These shares were subsequently cancelled
after March 31, 2010.





ITEM 3.   DEFAULTS UPON
SENIOR SECURITIES





None





ITEM
4.   RESERVED





ITEM 5.   OTHER
INFORMATION





None




ITEM
6. EXHIBITS





EXHIBIT INDEX




Exhibit
                    Number
                  
                  Description2.1
                  
                  Share
      Purchase Agreement by and between The Cyber Group Network, Inc. and Howard
      L. Allen and Donald G. Jackson (shareholders of Hollywood Entertainment
      Network, Inc.) dated May 12, 2000 (1)2.2
                  
                  Plan
      of Merger Agreement between The Cyber Group Network Corporation and CGN
      Acquisitions Corporation dated December 7, 2000 (2)2.3
                  
                  Share
      Exchange Agreement between The Cyber Group Network Corporation, R. Scott
      Cramer, Steve Lowe, David Wassung and Skystar Bio-Pharmaceutical, and the
      Skystar Shareholders dated September 20, 2005 (3)3.1
                  
                  Articles
      of Incorporation (4)3.2
                  
                  Certificate
      of Amendment and Certificate of Change filed with the Nevada Secretary of
      State on February 13, 2006 (5)3.3
                  
                  Certificate
      of Amendment to Increase Number of Authorized Shares of Common Stock filed
      with the Nevada Secretary of State on July 11, 2008
(11)3.4
                  
                  Amended
      and Restated Bylaws (12)3.5
                  
                  Certificate
      of Change Pursuant to NRS 78.209 filed with the Nevada Secretary of State
      on May 7, 2009 and effective on May 12, 2009 (14)3.6
                  
                  Certificate
      of Change Pursuant to NRS 78.209 as filed with the Nevada Secretary of
      State on November 12, 2009 and effective on November 16, 2009
      (18)4.1
                  
                  Certificate
      of Designation of Series B Convertible Preferred Stock
  (4)4.2
                  
                  Form
      of Class A Convertible Debenture (6)4.3
                  
                  Form
      of Class B Convertible Debenture (6)4.4
                  
                  Form
      of Class A Warrant (6)4.5
                  
                  Form
      of Class B Warrant (6)4.6
                  
                  Form
      of Common Stock Certificate (17)4.7
                  
                  Form
      of Common Stock Purchase Option granted to the representative of the
      underwriters (17)10.1
                  
                  Consulting
      Services Agreement between Skystar Bio-Pharmaceutical (Cayman) Holdings
      Co., Ltd. (“Skystar Cayman”) and Xian Tianxing Bio-Pharmaceutical Co.,
      Ltd. (“Xian Tianxing”) dated October 28, 2005 (4)10.2
                  
                  Operating
      Agreement among Skystar Cayman, Xian Tianxing and  the majority
      stockholders of Xian Tianxing (“Xian Tianxing Majority Stockholders”)
      dated October 28, 2005
(4)


11




10.3
                
                Equity
      Pledge Agreement among Skystar Cayman, Xian Tianxing and the Xian Tianxing
      Majority Stockholders dated October 28, 2005 (4)10.4
                
                Proxy
      Agreement Skystar Cayman, Xian Tianxing and the Xian Tianxing Majority
      Stockholders dated October 28, 2005 (4)10.5
                
                Option
      Agreement Skystar Cayman, Xian Tianxing and the Xian Tianxing Majority
      Stockholders dated October 28, 2005 (4)10.6
                
                Amendment
      to Consulting Services Agreement among Skystar Cayman, Xian Tianxing and
      Sida Biotechnology (Xian) Co., Ltd. (“Sida”) dated March 10, 2008
      (7)10.7
                
                Agreement
      to Transfer of Operating Agreement among Skystar Cayman, Xian Tianxing,
      Xian Tianxing’s Majority Stockholders, Weibing Lu and Sida dated March 10,
      2008 (7)10.8
                
                Amendment
      to Equity Pledge Agreement among Skystar Cayman, Xian Tianxing, Xian
      Tianxing’s Majority Stockholders, and Sida dated March 10, 2008
      (7)10.9
                
                Designation
      Agreement among Skystar Cayman, Xian Tianxing, Xian Tianxing’s Majority
      Stockholders, Weibing Lu and Sida dated March 10, 2008
  (7)10.10
                
                Agreement
      to Transfer of Option Agreement among Skystar Cayman, Xian Tianxing, Xian
      Tianxing Majority Stockholders, Weibing Lu and Sida dated March 10, 2008
      (7)10.11
                
                Employment
      Agreement with Weibing Lu dated May 5, 2008 (9)10.12
                
                Loanout
      Agreement with Worldwide Officers, Inc. with respect to the services of
      Bennet Tchaikovsky, our Chief Financial Officer, dated May 5, 2008
      (9)10.13
                
                Form
      of Director Offer Letter with Mr. Qiang Fan and Mr. Winston Yen
      (11)10.14
                
                Form
      of Director Offer Letter with Chengtun Qu and Shouguo Zhao
      (12)10.15
                
                Form
      of Amendment to Loanout Agreement with Worldwide Officers, Inc.
      (15)10.16
                
                Form
      of Director Offer Letter with Mark D. Chen (15)10.17
                
                Agreement
      with R. Scott Cramer dated March 30, 2010 (20)10.18
                
                Employment
      Agreement with Michael Hongjie Lan dated April 16, 2010
    (21)10.19
                
                Services
      Agreement with R. Scott Cramer dated April 16, 2010
(21)10.20
                
                Restricted
      Stock Award Agreement with R. Scott Cramer dated April 16, 2010
      (21)31.1
                
                Section
      302 Certification by the Corporation’s Chief Executive Officer
      *31.2
                
                Section
      302 Certification by the Corporation’s Chief Financial Officer
      *32.1
                
                Section
      906 Certification by the Corporation's Chief Executive Officer
      *32.2
                
                Section
      906 Certification by the Corporation's Chief Financial Officer
      *99.1
                
                Lease
      Agreement between Xian Tianxing and Weibing Lu dated June 1, 2007
      (9)99.2
                
                Lease
      Agreement between Shanghai Siqiang Biotechnological Co., Ltd. and Weibing
      Lu dated June 17, 2007 (10)99.3
                
                Summary
      of Research Arrangement between Shanghai Poultry Verminosis Institute and
      Xian Tianxing (10)




99.4
                
                Cooperation
      Agreement between Shaanxi Microbial Institute and Xian Tianxing
      (10)99.5
                
                Technology
      Cooperation Agreement with Fourth Military Medical University
      (20)


* Filed
herewith.





(1)
            Incorporated
      by reference from the Registrant’s Current Report on Form 8-K filed on
      June 1, 2000.


12





(2)
            Incorporated
      by reference from the Registrant’s Current Report on Form 8-K/A filed on
      January 12, 2001.





(3)
            Incorporated
      by reference from the Registrant’s Current Report on Form 8-K filed on
      September 26, 2005.





(4)
            Incorporated
      by reference from the Registrant’s Current Report on Form 8-K filed on
      November 14, 2005.





(5)
            Incorporated
      by reference from the Registrant’s Annual Report on Form 10-KSB filed on
      April 17, 2006.




(6)
            Incorporated
      by reference from the Registrant’s Current Report on Form 8-K filed on
      March 5, 2007.





(7)
            Incorporated
      by reference from the Registrant’s Current Report on Form 8-K filed on
      March 11, 2008.





(8)
            Incorporated
      by reference from the Registrant’s Annual Report on Form 10-K filed on
      April 2, 2008.





(9)
            Incorporated
      by reference from the Registrant’s Current Report on Form 8-K filed on May
      5, 2008.





(10)
            Incorporated
      by reference from the Registrant’s Registration Statement on Form S-1/A
      filed on June 26, 2008.





(11)
            Incorporated
      by reference from the Registrant’s Current Report on Form 8-K filed on
      July 14, 2008.





(12)
            Incorporated
      by reference from the Registrant’s Current Report on Form 8-K filed on
      July 15, 2008.





(13)
            Incorporated
      by reference from the Registrant’s Annual Report on Form 10-K filed on
      April 15, 2009.




(14)
            Incorporated
      by reference from the Registrant’s Current Report on Form 8-K filed on May
      18, 2009.





(15)
            Incorporated
      by reference from the Registrant’s Current Report on Form 8-K filed on May
      27, 2009.





(16)
            Incorporated
      by reference from the Registrant’s Amendment to Registration Statement on
      Form S-1/A filed on June 2, 2009.





(17)
            Incorporated
      by reference from the Registrant’s Amendment to Registration Statement on
      Form S-1/A filed on June 26, 2009.





(18)
            Incorporated
      by reference from the Registrant’s Current Report on Form 8-K filed on
      November 17, 2009.





(19)
            Incorporated
      by reference from the Registrant’s Current Report on Form 8-K filed on
      January 7, 2010.(20)
            Incorporate
      by reference from the Registrant’s Annual Report on Form 10-K filed on
      March 31, 2010.(21)
            Incorporated
      by reference from the Registrant’s Current Report on Form 8-K filed on
      April 19, 2010.


13


SIGNATURES





In accordance with the requirements of the Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.





May
      17, 2010
              SKYSTAR
      BIO-PHARMACEUTICAL COMPANYBy:
              /s/ Weibing LuWeibing
      Lu
                Chief
      Executive Officer
                (Principal
      Executive Officer)By:
              /s/ Michael H. LanMichael
      H. Lan
                Chief
      Financial Officer
                (Principal
      Financial and Accounting
Officer)


14