UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





(Mark
One)





( X
      )
            ANNUAL
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.





FOR THE
FISCAL YEAR ENDED JUNE 30, 2009





(   )
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.





For the
transition period from _________ to __________








Commission
File Number: 0-53254





JINZANGHUANG
TIBET PHARMACEUTICALS, INC.


(Exact
Name of Registrant as Specified in Its Charter)





DELAWARE
            26-2443288(State
      or other jurisdiction of
            (I.R.S.
      Employerincorporation
      or organization)
            Identification
      No.)








Harborside Financial Center,
2500 Plaza V, Jersey City, NJ 07311


(Address
of principal executive offices)





86-534-2111-962 (China)
201-882-3332 (U.S.)


(Issuer's
telephone number)





Securities
Registered Pursuant to Section 12(b) of the Exchange Act: NONE





Securities
Registered Pursuant to Section 12(g) of the Exchange Act:





COMMON STOCK, $0.001 PAR
VALUE


(Title of
Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 406 of the Securities Act.    Yes __ No √





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.    Yes __ No √











Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Sections 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. Yes  √   No
__





Indicate
by check mark disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K (§ 229.405) is not contained herein, and will not be
contained,  to the best of
registrant's  knowledge,  in definitive proxy or
information  statements incorporated  by
reference  in Part III of this Form 10-K or any  amendment
to this Form 10-K. [ ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  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 filerAccelerated filerNon-accelerated filerSmall reporting companyX





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes __ No √





As of
December 31, 2008, the aggregate market value of the common stock held by
non-affiliates was approximately $24,330, based upon the closing sale price on
December 31, 2008 of $.10 per share.





As of
October 9, 2009, there were 40,645,063 shares of common stock
outstanding.





Documents
incorporated by reference: NONE










PART
I





FORWARD-LOOKING
STATEMENTS: NO ASSURANCES INTENDED





In
addition to historical information, this Annual Report contains forward-looking
statements, which are generally identifiable by use of the words “believes,”
“expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or
similar expressions. These forward-looking statements represent Management’s
belief as to the future of Jinzanghuang Tibet Pharmaceuticals,
Inc.  Whether those beliefs become reality will depend on many factors
that are not under Management’s control.  Many risks and uncertainties
exist that could cause actual results to differ materially from those reflected
in these forward-looking statements. Factors that might cause such a difference
include, but are not limited to, those discussed in the section entitled “Risk
Factors.” Readers are cautioned not to place undue reliance on these
forward-looking statements. We undertake no obligation to revise or publicly
release the results of any revision to these forward-looking
statements.







ITEM
1.                BUSINESS





Jinzanghuang
Tibet Pharmaceuticals, Inc. (the “Company”), through its wholly-owned
subsidiary, Tibet Medicine, Inc., owns 100% of the registered capital of Beijing
Taibodekang Consulting Co., Ltd., a Wholly Foreign Owned Entity organized under
the laws of the People’s Republic of China (“Beijing Taibodekang”). On January
4, 2009, Beijing Taibodekang entered into four agreements with Leling
Jinzanghuang Biotech Co., Ltd. (“Leling Jinzanghuang”) and with the equity
owners in Leling Jinzanghuang.  Collectively, the agreements provide
Beijing Taibodekang exclusive control over the business of Leling
Jinzanghuang.  The relationship is one that is generally identified as
“entrusted management.” Leling Jinzanghuang is engaged in the distribution of
Tibetan pharmaceutical and nutraceutical products in The People’s Republic of
China.




Leling
Jinzanghuang is a Tibetan pharmaceutical and nutraceutical product distribution
company.  Leling Jinzanghuang was founded in November 2008 under the
laws of the People’s Republic of China with registered capital of 3.5 million
RMB ($513,450).  Leling Jinzanghuang’s executive offices and
operations are located at Fu Qian Road South End (Westside), Leling City,
Shangdong Province, in eastern China. Leling Jinzanghuang engages in the
distribution of the pharmaceutical and nutraceutical products that Tibetans have
used for centuries to treat diseases and facilitate health. The distributed
products are classified by  Leling Jinzanghuang in three major
categories: pharmaceuticals, therapeutic supplements, and dietary
supplements.  Tibetan medicine is a centuries-old medical system that
employs a complex approach to diagnosis, incorporating techniques such as pulse
analysis and urinalysis, and utilizes behavior and dietary modification. By
synthesizing knowledge from various medical systems, Tibetans created an
approach to medicine drawn from thousands of years of empirical knowledge and
intuition about the nature of health and illness. Since practitioners of Tibetan
medicine seek to treat diseases in a natural way, Tibetan pharmaceuticals are
usually composed of natural materials, particularly the herbs and minerals found
in the high-latitude, low-temperature, and pollution-free environment of
Tibet.  Practitioners have demonstrated the benefits of Tibetan
medicine in treating diseases of the human respiratory system, digestive system,
cardiovascular system, kinematic system, and skin. Until recently, however, the
primitive manufacturing techniques used in traditional Tibetan medicine
prevented its integration into modern medical practice.  With the
incorporation of modern techniques into the production process, however, Tibetan
medicine is being gradually recognized along with Chinese traditional medicine
as a medical system parallel to western medicine.




1




Currently,
our only market is within China, where Tibetan medicine is classified as one
type of Chinese traditional medicine, a pharmaceutical industry that exists in
China parallel to western medicine in China.  The Chinese have long
perceived and accepted traditional Chinese medicine as a safe and effective
solution to diseases, having the advantage of causing fewer side effects than
western medicine, due to the natural ingredients used.  With the
improvement of living standards in China, the revenues of the health care
industry have been substantially increased in recent decades, which has also
stimulated the domestic demands for Tibetan medicine.




The market for Tibetan pharmaceuticals
in China is only a very small portion of the overall medical market in
China.  The annual production of Tibetan medicine amounts to
approximately 1500 tons with more than 293 items marketed.  The growth
rate of the market for Tibetan pharmaceuticals is substantial,
however.  One factor spurring growth has been the willingness of
Chinese regulators to accredit products based on Tibetan medicine.  At
the present time, this accreditation includes:




·
            14
      products that have been listed on the Protected Chinese Traditional
      Medicine List;


·
            24
      products that have been included in the National Medicine
      Index;


·
            218
      products that have been certified by the SFDA;
  and


·
            20+
      products that have registered trademarks in
  China.





In 2006,
the overall revenues of the 17 major Tibetan pharmaceutical companies in the
Tibet Autonomous Region were 623 million RMB ($91,081,871).  We
believe, moreover, that the supply of Tibetan medicine in China’s domestic
market falls short of demand, which presents a considerable market potential.
Furthermore, as Chinese traditional medicine is gradually recognized in the
international medical community as an alternative way to treat diseases, there
is a potential international market for Tibetan medicine and nutritious products
as well. Our business plan, therefore, contemplates that in the future we will
export a small portion of our products to several foreign counties, including
Russia and South Korea, where Tibetan medicine is well accepted.




Product
Lines




The 13
Tibetan health products that Leling Jinzanghuang currently distributes are among
those Tibetan medicines made with modern drug manufacturing techniques. The
manufacturing equipment and techniques used by our supplier are certified under
China’s national standards of Good Manufacturing Practice (GMP), and are in
compliance with applicable regulations of the SFDA, which regulates both the
pharmaceutical and the nutraceutical industries in China. The automatic
production and testing processes used by our supplier assure the accurate
execution of the formulae and the quality and quantity of the products.
Moreover, the strict quality control and inspection procedures performed in the
supplier’s state-of-the-art laboratories assure the quality of our distributed
products.




2




Currently,
our principal products are:




Ying Huang Tablet,which
isone the two
pharmaceutical products marketed by Leling Jinzanghuang that been approved by
SFDA.The
effective ingredients in the Ying Huang Tablet are extracts from the honeysuckle
and the Huangqin herb. It can be used to treat upper respiratory infections
including pharyngitis, encephalitis and conjunctivitis. It can also be used to
reduce inflammation and relieve pain.  The Ying Huang Table has no
known side effects.




San Qi Capsules,which
areone of the
dietary supplements certified by SFDA.  San Qi Capsules lower blood
lipid and cholesterol levels.  Thus they can be used as a
precautionary therapy to prevent cardiovascular diseases, including coronary
heart disease, heart angina and stroke. In addition, the San Qi Capsules enhance
immune system functions, which may help in the prevention of
cancer.




Foshou Capsules are a Tibetan
nutraceutical. The effective ingredients, Xue Yu, Dongchong Xiacao, Fozhang, and
Ginseng, are extracts of several plants and animals that are native to the Tibet
Plateau. The Foshou Capsules are intended to improve certain organ functions,
particularly to alleviate the diseases of insomnia, amnesia, fatigue, and sexual
function decline caused by female menopause syndrome.




Bai He Capsulesare a Tibetan
dietary supplement. The effective ingredients consist of Baihe, Fozhang Ginseng
and Himalayan purple jasmine. The Bai He Capsules are used to treat male
erectile dysfunction and other sexual dysfunction problems.





Marketing




We
currently sell products only through sales agents. In November 2008, we entered
into one-year contracts with three sales agents: Harbin Tai Kang Healthcare Co.,
Song Yuan Healthcare Co., and Shanghai Hong Jie Healthcare Co.  Each
agreement sets an annual purchase goal for the agent, although
the  agent’s purchase obligation was only 2% of the sales
goal.  The aggregate goals set for the three sales agents was
$13,157,894 in sales by November 30, 2009.  The agents fell short of
that goal, and we have terminated all three agreements.  Currently, we
have only one sales agent:  Dezhou Zangxinyuan.





We intend
to develop additional sales agents.  We also aim to establish 50 to
100 franchise stores throughout China in 2009.  Our business plan
contemplates that we will increase that number to 600 by the end of
2013.  At present, however, we do not have any committed franchise
contracts.  We plan to train our agents and franchisees to improve
their product knowledge and sales skills. We also plan to advertise our products
through national and local television networks, major newspapers and magazines,
and on major Chinese internet platforms.  Finally, we plan to sell our
product directly to customers by the use of a membership discount program and an
online e-commerce platform.





Through
the above efforts, we hope that we can establish our own branded name in the
distribution of Tibetan pharmaceutical products in both the domestic and the
international market.  All of these plans, however, and the extent to
which we can implement them will depend on our success in obtaining working
capital for our business.





3




Our
Suppliers





Currently,
all of the products that Leling Jinzanghuang distributes are manufactured by one
supplier: Shangdong Jinzanghuang (Tibet) Pharmaceutical Co., Ltd. (“Shangdong
Jinzanghuang”), which is located approximately five kilometers from our offices.
We entered into a three-year distribution contract with Shangdong Jinzanghuang
on November 21, 2008.  The agreement does not give us exclusive
marketing rights; however Shangdong Jinzanghuang has only one other distributor
and has informed us that it does not intend to develop any other marketing
channels.  Xue Bangyi, our Chief Executive Officer, is also the Chief
Executive Officer of Shandong Jinzanghuang.




The
agreement provides that Shangdong Jinzanghuang will deliver products (FOB the
Shangdong Jinzanghuang warehouse) in response to orders received from Leling
Jinzanghuang, which has the right to distribute the products throughout China.
The agreement gives Shangdong Jinzanghuang the right to fix the price it charges
to us, although it is required to provide us timely notice of any price
increase. In addition, Shangdong Jinzanghuang retains ownership of all of the
patent right, trademark right, and other intellectual property rights related to
the sold products. Under this agreement, each party has the right to terminate
the contract, provided that 60-day written notice in advance is given to the
other party.




Although
we have a strong relationship with Shangdong Jinzanghuang, we recognize that
dependence on a single supplier entails significant risks.  For that
reason, we intend to develop additional suppliers for Tibetan health products or
other Chinese traditional medicine products. There are over 100 Tibetan
pharmaceutical manufacturing companies in China that we can approach as
potential suppliers.




The
principal raw materials used for the production of our distributed products are
natural plants and minerals located in the Qing Tibetan Plateau, which extends
across Tibet and Yunnan Province. To ensure a sufficient supply of raw
materials, Shangdong Jinzanghuang has developed multiple raw material purchase
spots in Changdu and Lizhi City in the Tibetan Autonomous Region and in Di Qin
City in Yunnan Province. All the raw materials used by Shangdong Jinzanghuang
are tested by experts to ensure their quality.





Intellectual
Property




Shangdong
Jinzanghuang has one patent application pending with Chinese State Intellectual
Property Agency: patent application number: 200710113118.5 (application date:
09/25/2007), which covers the technique for manufacturing the Yu Gan Zi
Capsule.




The
primary protection of our intellectual property is through trade
secrets.  Shangdong Jinzanghuang has engaged as its chief pharmacist
Luoga Renboqie, who is responsible for supervision of the production of the
products.  “Living Buddha Luoga” is considered to be the 17th
reincarnated living Buddha in Tibet.  In that position, he has been
entrusted with many secret Tibetan medicine formulas, which he incorporates into
the Shandong Jinzanghuang products, such as the Foshou Capsule.  The
association of our products with the Living Buddha Luoga provides us a distinct
competitive advantage.





4





Government
Regulation




Unlike
its U.S. counterpart, the Chinese Food and Drug Administration (“SFDA”)
regulates the manufacture and distribution of both pharmaceuticals and
nutraceuticals in China.  Each Chinese province also has an agency
with responsibility for the pharmaceuticals and nutraceuticals distributed in
the Province.  Pharmaceutical products can be distributed only after
clinical trials and approval of the SFDA.  In order to achieve
widespread market acceptance, a nutraceutical product must obtain certification
from either SFDA or the provincial agency, and preferably from
both.  Certain tests need to be conducted to get the approval
depending on the alleged medical effects.




At the
present time, our products have obtained the following
certifications:




§
            Pharmaceuticals:




Ying
Huang tablet (SFDA certificate number: Z20054734);


Jing Yin
Hua Capsule (SFDA certificate number: Z20080515).





§
            Dietary
      Supplements:




San Qi
Capsule (SFDA Health Certificate Number: G20050232).


Bacterial
Inhibition Liquid (Shangdong Province Sterilization Certificate (2006) number
0009)





·
            Nutraceuticals:




Foshou
Capsule (SFDA filing number: 3714X2677-2008);


Bai He
Capsule (SFDA filing number: 3714X2678-2008);


Gan Wang
Bao Huang Jing San (filing number: 3714X2833-2008);


Wu She
Capsule (SFDA filing number: 3714X2832-2008);


Papaya
Capsule (SFDA filing number: 3714X3091-2007);


Yu Gan Zi
Capsule (SFDA filing number: 3714X3214-2007);


Sha Ji
Capsule (SFDA filing number: 3714X2934-2006);


She Xiang
Capsule (SFDA filing number: 3714X2831-2008);


Yi Zhi
Ren Capsule (SFDA filing number: 3714X2935-2006).





Competition




The
Tibetan medicine industry is now in a transition stage from small, backyard
enterprises into large-scale, industrialized operations. Our competitors can be
divided into two categories in terms of scale and competitiveness:




·
            State-run
      pharmaceutical companies, such as Jingqiu Tibetan Medicine, Jinhe Tibetan
      Medicine and Tibetan Pharmaceutical Factory;
and




·
            Private
      or joint-venture enterprises, such as Tibet Cheezheng Tibetan Medicine and
      Niemula Tibet Medicine.




The
state-owned enterprises have access to state financial and political support.
They also entered into the market earlier than we did, and thus have accumulated
management experiences and personnel in the Tibetan medicine business.
Meanwhile, the private pharmaceutical companies, like us, entered into market
later, but grow very fast due to the efficient management skills.




5




Our
competitive advantages include the proprietary product portfolio owned by our
current supplier and associated with the Living Buddha
Luoga.  Shandong Jinzanghuang has exclusive rights to distribute these
products, and we are its primary distributor.  Nevertheless, we will
face substantial competition from our competitors in Tibetan pharmaceutical
industries due to the similar products and competitive prices.





Employees




Presently,
we have twelve full-time employees.    As we establish our
marketing network nationwide, we expect a rapid expansion of our departments and
personnel.




ITEM
1A .            RISK
FACTORS





Investing
in our common stock involves risk. You should carefully consider the risks
described below together with all of the other information contained in this
Report, including the financial statements and the related notes, before
deciding whether to purchase any shares of our common stock. If any of the
following risks occurs, our business, financial condition or operating results
could materially suffer. In that event, the trading price of our common stock
could decline and you may lose all or part of your investment.





Our
business and operations are newly established. Unless we manage our growth
effectively, our business will fail.




Leling
Jinzanghuang was organized in November 2008.  Some members of our
management had prior experience marketing the products of Shandong Jinzanghuang
when they were employed by that company.  The extrapolation of that
experience into a marketing business on the magnitude contemplated by Leling
Jinzanghuang will place significant demands on our management, and on our
operational and financial infrastructure. If we do not effectively manage our
operations, the quality of our marketing program will suffer, which would
negatively affect our operating results. If the necessary funding can be
obtained, we will be able to improve our operational, financial and management
controls and our reporting systems and procedures. The complexity of this
undertaking means that we are likely to face many challenges, some of which are
not yet foreseeable. Problems may occur with our product acquisition, and with
our ability to sell our products to our customers. If we are not able to obtain
the necessary funding and operate efficiently, our business plan may fall short
of its goals, and our ability to manage our growth could be hurt.





The
capital investments that we plan may result in dilution of the equity of our
present shareholders.




Our
business plan contemplates that we will raise $5 million to $10 million in
capital during the next two years.  We intend to raise all or a large
portion of the necessary funds by selling equity in our company.  At
present we have no commitment from any source for those funds.  We
cannot determine, therefore, the terms on which we will be able to raise the
necessary funds.  It is possible that we will be required to dilute
the value of our current shareholders’ equity in order to obtain the
funds.  If, on the other hand, we are unable to raise the necessary
funds, our growth will be limited, as will our ability to compete
effectively.





6





We rely on contractual arrangements
with Leling Jinzanghuang for our operations, which may not be as effective in
providing control over Leling Jinzanghuang as direct
ownership.




Because
Chinese regulations restrict our ability to conduct our business operations in
China through a directly-owned subsidiary, our business is defined by a
contractual relationship with Leling Jinzanghuang, an entity in which
Jinzanghuang Tibet Pharmaceuticals has no equity ownership
interest.  We will rely on contractual arrangements to control and
operate this business. These contractual arrangements may not be as effective in
providing control over Leling Jinzanghuang as direct ownership. For example, if
Leling Jinzanghuang failed to perform under its agreements with us, we would
have to rely on legal remedies under Chinese law, which we cannot be sure would
be available. In addition, we cannot be certain that the individual equity
owners of Leling Jinzanghuang would always act in the best interests of
Jinzanghuang Tibet Pharmaceuticals.





If
we lost control of our distribution network, our business would
fail.




We will depend on our distribution
network for the success of our business.  Currently our distribution
network consists of three sales agents.  We intend to expand the
number of our sales agents and add a widespread network of
franchisees.  Competitors may seek to pull our distribution network
away from us.  In addition, if dominant members of our distribution
network become dissatisfied with their relationship with Leling Jinzanghuang, a
concerted effort by the distribution network could force us to accept less
favorable financial terms from the distribution network.  Either of
these possibilities, if realized, would have an adverse effect on our
business.





A recession in China could
significantly hinder our growth.




The success of our efforts to introduce
Tibetan pharmaceuticals and nutraceuticals in China will depend on continuation
of recent improvements in the Chinese economy and the amount of disposable
income available to the Chinese population.  If money becomes tight,
individuals will be less willing to pay extra for the benefits offered by our
products.  In recent months, China’s economy has suffered the effects
of the worldwide liquidity crisis, and many financial commentators expect a
recession to occur in China in the near future.  The occurrence of a
serious recession could significantly hinder our efforts to implement our
business plan.





Reliance
on one supplier for the sources and pricing of products could adversely affect
our operational result.




Currently,
we rely on one supplier, Shangdong Jinzanghuang, for the products we
distribute.  Shangdong Jinzanghuang has the right to decide the
wholesale prices at which it will sell products to us.  If Shandong
Jinzanghuang found it necessary to increase our wholesale prices, we would be
faced with the choice of suffering reduced profit margins or passing along the
increases in our prices to our customers.  Since our business has a
low profit margin, a reduction of our margins could substantially affect our
results of operations. On the other hand, increasing the price for our products
would reduce our competitiveness.  Therefore, until we develop
additional sources for our products, our reliance on one supplier puts the
welfare of our business at risk.





7





We operate in a highly competitive
marketplace, which could adversely affect our sales and financial
condition.




We
compete on the basis of quality, price, product availability and security of
supply, product development and customer service. Some competitors are larger
than us in certain markets and may have greater financial resources that allow
them to be in a better position to withstand changes in the industry. Our
competitors may introduce new products based on more competitive alternative
technologies that may be causing us to lose customers which would result in a
decline in our sales volume and earnings. Our customers demand high quality and
low cost products and services. The cost in the research and development and
marketing expansion may continue to increase and thus adversely affect the
competitiveness of our products. Competition could cause us to lose market share
and certain lines of business, or increase expenditures or reduce pricing, each
of which would have an adverse effect on our results of operations, cash flows
and financial condition.





We may be unable to secure the
government licenses that are necessary for us to engage in the sale of
pharmaceuticals.




The manufacture and marketing of
pharmaceuticals is highly regulated in China.  Prior to marketing any
of our pharmaceutical products and many of our nutraceutical products, we are
required to satisfy several government protocols, and receive several licenses
from the national and local governments.  Obtaining these licenses can
be expensive and it is usually time consuming.  If we are unable to
obtain the necessary licenses when we need to have them, our business plan will
be delayed.  If the delays prevent us from generating positive cash
flow or introducing a significant number of products, our business may
fail.





We may be subject to the People’s
Republic of China’s price control of drugs, which may limit our profitability
and even cause us to stop selling certain products




The State
Development and Reform Commission ("SDRC") of the People’s Republic of China and
the price administration bureaus of the relevant provinces of China in which our
pharmaceutical products are marketed are responsible for the retail price
control over our pharmaceutical products.  The SDRC sets the price
ceilings for certain pharmaceutical products in China.  Where our
products are subject to a price ceiling, we will need to adjust the product
price to meet the requirement and to accommodate for the pricing of competitors
in the competition for market share.  The price ceilings set by the
SDRC may limit our profitability, and in some instances, such as where the price
ceiling is below wholesale costs, may cause us to stop manufacturing certain
products.





Increased
government regulation of our marketing operations could diminish our
profits.




At present, there is no significant
government regulation of the health claims that participants in the
nutraceutical industry make regarding their products.  Other developed
countries, in particular members of the European Community, have far more
extensive regulation of the operations of nutraceuticals, including strict
limitations on the health-related claims that can be made without
scientifically-tested evidence.  It is not unlikely, therefore, that
China will increase its regulation of our activities in the
future.  To the extent that new regulations required us to conduct a
regimen of scientific tests of the efficacy of our nutraceutical products, the
expense of such testing would reduce our profitability.  In addition,
to the extent that the health benefits of some of our products could not be
fully supported by scientific evidence, our sales might be reduced.





8




We
may have difficulty defending our intellectual property rights from
infringement, which may undermine our competitive position.




Our
ability to compete effectively depends on our ability to distinguish our
products from those of our competitors.  A primary distinction on
which we intend to rely is the availability to Shangdong Jinzanghuang of the
Tibetan formulae known only to its chief pharmacist.  We will rely on
trade secret laws and restrictions on disclosure to protect our intellectual
property rights. Unauthorized use of our formulae could damage our ability to
compete effectively.  At the same time, the appearance of counterfeit
products on the market could also damage our marketing
program.  Policing the unauthorized use of proprietary technology and
the appearance of counterfeit products can be difficult and
expensive.




If
litigation becomes necessary to enforce our intellectual property rights,
protect our trade secrets or determine the validity and scope of the proprietary
rights of others, such litigation may be costly and may divert management
attention away from our business. An adverse determination in any such
litigation would impair our intellectual property rights and could harm our
business, prospects and reputation. Enforcement of judgments in China is
uncertain and even if we are successful in a litigation it may not provide us
with an effective remedy. In addition, we have no insurance coverage against
litigation costs and would have to bear all costs arising from such litigation
to the extent we are unable to recover them from other parties. The occurrence
of any of the foregoing could have a material adverse effect on our business,
financial condition and results of operations.




In
addition, third parties may file infringement claims against us asserting that
we are infringing on their patents or trademarks. In the event that such claims
are filed, regardless of the merit of such a claim, we may incur substantial
costs and diversion of management as a result of our involvement in such
proceedings.





Product
liability claims could materially impact operating results and
profitability.




We may produce products which
inadvertently have an adverse pharmaceutical effect on the health of
individuals.  Existing laws and regulations in China do not require us
to maintain third party liability insurance to cover product liability
claims.  However, if a product liability claim is brought against us,
it may, regardless of merit or eventual outcome, result in damage to our
reputation, breach of contract with our customers, decreased demand for our
products, costly litigation, product recalls, loss of revenue, and our inability
to commercialize some products.





We are subject to the risk of natural
disasters.




Many of the raw materials that are used
to manufacture our products are very sensitive crops, which can be readily
damaged by harsh weather, by disease, and by pests.  If our suppliers
find their raw materials scarce due to drought, flood, storm, blight, or the
other woes of farming, they will increase their prices and may be unable to
satisfy our orders.  If, as a result, we are unable to produce
sufficient products at reasonable prices to meet demand, our distribution
network is likely to atrophy.  This could have a long-term negative
effect on our ability to grow our business, in addition to the near-term loss of
income.





9





We
may have difficulty establishing adequate management and financial controls in
China.




The People’s Republic of China has only
recently begun to adopt the management and financial reporting concepts and
practices that investors in the United States are familiar with.  We
may have difficulty in hiring and retaining employees in China who have the
experience necessary to implement the kind of management and financial controls
that are expected of a United States public company.  If we cannot
establish such controls, we may experience difficulty in collecting financial
data and preparing financial statements, books of account and corporate records
and instituting business practices that meet U.S. standards.




We
may incur significant costs to ensure compliance with U.S. corporate governance
and accounting requirements.




We may
incur significant costs associated with our public company reporting
requirements, costs associated with newly applicable corporate governance
requirements, including requirements under the Sarbanes-Oxley Act of 2002, or
Sarbanes-Oxley, and other rules implemented by the Securities and Exchange
Commission. We expect all of these applicable rules and regulations to increase
our legal and financial compliance costs and to make some activities more
time-consuming and costly. We also expect that these applicable rules and
regulations may make it more difficult and more expensive for us to obtain
director and officer liability insurance and we may be required to accept
reduced policy limits and coverage or incur substantially higher costs to obtain
the same or similar coverage. As a result, it may be more difficult for us to
attract and retain qualified individuals to serve on our board of directors, on
committees of our board of directors or as executive officers.




As a
public company, we are required to comply with rules and regulations of the SEC,
including expanded disclosure, accelerated reporting requirements and more
complex accounting rules.  This will continue to require additional
cost management resources. We will need to continue to implement additional
finance and accounting systems, procedures and controls as we grow to satisfy
these reporting requirements. In addition, we may need to hire additional legal
and accounting staff with appropriate experience and technical knowledge, and we
cannot assure you that if additional staffing is necessary that we will be able
to do so in a timely fashion. If we are unable to complete the required annual
assessment as to the adequacy of our internal reporting or if our independent
registered public accounting firm is unable to provide us with an unqualified
report as to the effectiveness of our internal controls over financial reporting
in the future, we could incur significant costs to become
compliant.





Capital outflow policies in China
may hamper our ability to pay dividends to shareholders in the United
States.




The
People’s Republic of China has adopted currency and capital transfer
regulations. These regulations require that we comply with complex regulations
for the movement of capital. Although Chinese governmental policies were
introduced in 1996 to allow the convertibility of RMB into foreign currency for
current account items, conversion of RMB into foreign exchange for capital
items, such as foreign direct investment, loans or securities, requires the
approval of the State Administration of Foreign Exchange. We may be unable to
obtain all of the required conversion approvals necessary for our operations,
and Chinese regulatory authorities may impose greater restrictions on the
convertibility of the RMB in the future. Because most of our future revenues
will be in RMB, any inability to obtain the requisite approvals or any future
restrictions on currency exchanges will limit our ability to pay dividends to
our shareholders.





10





Currency
fluctuations may adversely affect our operating results.




Leling
Jinzanghuang generates revenues and incurs expenses and liabilities in Renminbi,
the currency of the People’s Republic of China.  However, as a
subsidiary of the Company, it will report its financial results in the United
States in U.S. Dollars.  As a result, our financial results will be
subject to the effects of exchange rate fluctuations between these
currencies.  From time to time, the government of China may take
action to stimulate the Chinese economy that will have the effect of reducing
the value of Renminbi.  In addition, international currency markets
may cause significant adjustments to occur in the value of the
Renminbi.  Any such events that result in a devaluation of the
Renminbi versus the U.S. Dollar will have an adverse effect on our reported
results.  We have not entered into agreements or purchased instruments
to hedge our exchange rate risks.




All
of our assets are located in China.  So any dividends or proceeds from
liquidation are subject to the approval of the relevant Chinese government
agencies.




Our
assets are located inside China. Under the laws governing FIEs in China,
dividend distribution and liquidation are allowed but subject to special
procedures under the relevant laws and rules. Any dividend payment will be
subject to the decision of the board of directors and subject to foreign
exchange rules governing such repatriation. Any liquidation is subject to both
the relevant government agency’s approval and supervision as well the foreign
exchange control. This may generate additional risk for our investors in case of
dividend payment or liquidation.





We
have limited business insurance coverage.




The insurance industry in China is
still at an early stage of development. Insurance companies in China offer
limited business insurance products, and do not, to our knowledge, offer
business liability insurance. As a result, we do not have any business liability
insurance coverage for our operations. Moreover, while business disruption
insurance is available, we have determined that the risks of disruption and cost
of the insurance are such that we do not require it at this time. Any business
disruption, litigation or natural disaster might result in substantial costs and
diversion of resources.





Because
our funds are held in banks which do not provide insurance, the failure of any
bank in which we deposit our funds could affect our ability to continue in
business.





Banks and
other financial institutions in the People’s Republic of China do not provide
insurance for funds held on deposit. As a result, in the event of a bank
failure, we may not have access to funds on deposit. Depending upon the amount
of money we maintain in a bank that fails, our inability to have access to our
cash could impair our operations, and, if we are not able to access funds to pay
our suppliers, employees and other creditors, we may be unable to continue in
business.





11





Jinzanghuang
Tibet Pharmaceuticals is not likely to hold annual shareholder meetings in the
next few years.




Management
does not expect to hold annual meetings of shareholders in the next few years,
due to the expense involved.  The current members of the Board of
Directors were appointed to that position by the previous
directors.  If other directors are added to the Board in the future,
it is likely that the current directors will appoint them.  As a
result, the shareholders of the Company will have no effective means of
exercising control over the operations of the Company.





ITEM
1B.
            UNRESOLVED
STAFF COMMENTS





Not
Applicable.





ITEM
2.                DESCRIPTION
OF PROPERTY





Our
executive offices and marketing operations are located on Kaiyuan Avenue, Leling
City, Shangdong Province, P. R. China, in the same building as is used by
Shandong Jinzanghuang .  Our portion of the building has a total
usable area of 50 square meters.    The office will be
adequate for our operations for the foreseeable future.




On May
13, 2009 we purchased a building and land lease for 4 million Renminbi
(approximately $586,000).  The buildinghas a usable area of
2,866.23 square meters.  Our plan is to renovate the building, then
locate our Research and Development Center and offices there, while retaining
the use of some of the space as rentals property.




We also
maintain a U.S. representative office in Jersey City, New Jersey.





ITEM
3.               LEGAL
PROCEEDINGS





None.





ITEM
4.             
  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





None.





PART
II





ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.





(a)
Market Information




Our common stock is listed for
quotation on the OTC Bulletin Board system under the symbol
“JZHG.”  The common stock was first listed for trading on July 31,
2008.  The following table sets forth for the respective periods
indicated the prices of the common stock, as reported by the OTC Bulletin Board
(except during the period from May 20, 2009 to August 10, 2009, when the stock
was quoted on the Pink Sheets only).  Such prices are based on
inter-dealer bid and asked prices, without markup, markdown, commissions, or
adjustments and may not represent actual transactions.





12




BidQuarter
      Ending
            
            High
            
            
            LowSeptember
      30, 2008
            
            $
            .25
            
            
            $
            .15December
      31, 2008
            
            $
            .15
            
            
            $
            .10March
      31, 2009
            
            $
            .10
            
            
            $
            .10June
      30, 2009
            
            $
            .10
            
            
            $
            .10





(b)
Shareholders




On October 8, 2009 there were 334
holders of record of our common stock.





(c)  Dividends




Since the Company’s incorporation, no
dividends have been paid on our Common Stock. We intend to retain any earnings
for use in our business activities, so it is not expected
that  any  dividends on our common stock will be declared
and paid in the foreseeable future.





(d)  Securities Authorized
for Issuance Under Equity Compensation Plans





The
information set forth in the table below regarding equity compensation plans
(which include individual compensation arrangements) was determined as of June
30, 2009.





Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
            Weighted
      average exercise price of outstanding options, warrants and
      rights
            Number
      of securities remaining available for future issuance under equity
      compensation plansEquity
      compensation plans approved by security holders
            0
            N.A.
            0Equity
      compensation plans not approved by security holders
            0
            N.A.
            0Total
            0
            N.A.
            0





(e)  Sale
of Unregistered Securities




Jinzanghuang did not effect any
unregistered sales of equity securities during the 4th
quarter ended June 30, 2009.





(f)
Repurchase of Equity Securities




Jinzanghuang
did not repurchase any of its equity securities that were registered under
Section 12 of the Securities Act during the 4th
quarter ended June 30, 2009.




13




ITEM
6.                SELECTED
FINANCIAL DATA





Not
applicable.





ITEM
7.               
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS




Accounting for Variable
Interest




Jinzanghuang Tibet Pharmaceuticals,
Inc. is a holding company whose only asset is an indirect 100% ownership
interest in Beijing Taibodekang Management Consulting Co., Ltd. (“Beijing
Taibodekang”), a Wholly Foreign Owned Entity organized under the laws of the
People’s Republic of China on December 5, 2008.  On January 4, 2009,
Beijing Taibodekang entered into four agreements with Leling Jinzanghuang
Biotech Co. Ltd. (“Leling Jinzanghuang”) and with the equity owners in Leling
Jinzanghuang.  Collectively, the agreements provide Beijing
Taibodekang exclusive control over the business of Leling
Jinzanghuang.  The relationship is one that is generally identified as
“entrusted management.”




The accounting effect of the Entrusted
Management Agreements between Beijing Taibodekang and Leling Jinzanghuang is to
cause the balance sheets and financial results of Leling Jinzanghuang to be
consolidated with those of Beijing Taibodekang, with respect to which Leling
Jinzanghuang is now a variable interest entity.  Since the parties to
the Entrusted Management Agreements were both controlled by Xue Bangyi, who is
CEO of both Beijing Taibodekang and Leling Jinzanghuang, the financial
statements included in this report reflect the consolidation of the results of
operations and cash flows of Leling Jinzanghuang since its
inception.




Results of
Operations




Leling
Jinzanghuang has entered into a three-year distribution agreement with Shangdong
Jinzanghuang to distribute the Tibetan pharmaceutical and health products it
manufactures. In November 2008, we advanced $510,516 to Shandong Jinzanghuang
for the production of products, which usually take one to two months. As of June
30, 2009, most of that advance had been converted into inventory, which includes
both goods in our warehouse and goods delivered to our customers.




The
agreements that we made with our sales agents last winter afforded each of them
a right to return products within six months after the date of
purchase.  Under generally accepted accounting principles, we were not
permitted to recognize revenue from a shipment to a customer with a right of
return unless we can formulate a reasonable estimate of the amount of future
returns.  For that reason, we recognized no revenue during the quarter
ended March 31, 2009.  Subsequently, however, we determined that there
would be no returns of any of the goods shipped in the year ended June 30, 2009,
and we terminated the right of return for future
periods.  Accordingly, all shipments in that period have been recorded
as revenue.  During the fourth quarter of 2009, we recorded revenue in
the amount of $456,957 from the distribution of the products provided by
Shangdong Jinzanghuang. Our cost of sales was $327,427, which gave us a profit
margin of 28.3%.




14




During
the period from November 20, 2008 to June 30, 2009 we incurred $180,823 in
general and administrative expenses.  Most of these expenses were
incurred in relation to our efforts to complete a reverse merger of Beijing
Taibodekang into a US public shell corporation and comply with the SEC
regulation after the transaction.  The general and administrative
expenses resulting from our business operations in China were relatively low
during the year ended June 30, 2009, due to the relatively low level of our
operations.  We expect our selling, general and administrative
expenses to increase in proportion to the increase in our business activity in
the coming periods.




Because our sales volume was low during
the year ended June 30, 2009, our gross profit was inadequate to fund our
administrative expenses.  As a result, our business generated a net
loss before minority interest of $59,109, which included a net loss of $17,800
realized by Leling Jinzanghuang.  The Entrusted Management Agreements
provide, however, that Beijing Taibodekang will receive only 95% of the net
profits and suffer 95% of the net losses generated by Leling
Jinzanghuang.  The remaining 5% will inure to the benefit of the
owners of Leling Jinzanghuang.  For that reason, we report a minority
interest in our financial statements.  For the recent period, the
minority interest reduced our portion of Leling Jinzanghuang’s net loss by
5%.  When Leling Jinzanghuang begins to realize profits, the minority
interest will reduce our net income from that operation by 5%.





Liquidity
and Capital Resources




To date,
Leling Jinzanghuang has been funded by the contribution of our registered
capital made by Leling Jinzanghuang’s four founders: Wang Shuxiang, Zhen Yilin,
Yang An, and Kong Ruifen.  In addition, Mr. Xue Bangyi contributed the
capital required by Tibet Medicine, Inc. in order to accomplish its reverse
merger into the Company.  As a result, at June 30, 2009, we had no
bank or other debt.




In May
2009, we purchased a building for our operations.  The purchase price
was approximately equal to the capital contributions of our
founders.  As a result, we had a working capital deficit at June 30,
2009 totaling $88,723.  The deficit occurred because the expenses we
incurred to initiate our business had not, as of June 30, 2009, been recaptured
through sales, and the cash received from sales had been reinvested in inventory
and advances to suppliers.  Included in working capital at June 30,
2009 was an advance payment to our supplier in the amount of $146,399. The
recipient of this advance payment is our primary source of distributed products.
To maintain a long-term relationship with our vendors, we need to make advances
one to two month ahead. The advances to the supplier are interest
free.




Our
business plan contemplates that we will obtain $5 million to $10 million in
additional capital during 2009 and 2010.  The funds are needed in
order to:




·
            Relocate
      our headquarters from Shangdong to Beijing, where we will have greater
      access to marketing channels;




·
            Implement
      our direct marketing program, including development of an online
      presence;




·
            Acquire
      the rights to pharmaceuticals and nutraceuticals that will complement our
      existing product line;




·
            Carry
      on clinical trials of pharmaceuticals required to obtain SFDA
      approval;




15




·
            Establish
      franchisees throughout China; and




·
            Implement
      an advertising and marketing program adequate to assure us of substantial
      market presence.




Our plan
is to sell a portion of our equity in order to obtain the necessary funds, which
will reduce the equity share of our existing shareholders.  To date,
however, we have received no commitment from any source for funds.




Critical
Accounting Policies and Estimates





In
preparing our financial statements we are required to formulate working policies
regarding valuation of our assets and liabilities and to develop estimates of
those values.  In our preparation of the financial statements for
2009, there was one estimate made which was (a) subject to a high degree of
uncertainty and (b) material to our results.  That was the
determination, noted in Note 2 in the Notes to Financial Statements, that we
would establish a 100% valuation allowance with respect to our net operating
loss carryforward.  We made that determination because it is uncertain
that we will realize taxable income in the future against which we could offset
the NOL.





Impact of Accounting
Pronouncements





There were no recent accounting
pronouncements that have had a material effect on the Company’s financial
position or results of operations.





Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition or results of
operations.





ITEM
7A.   
        QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.





Not
Applicable.





16





ITEM
8.                FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.




Index
to the Consolidated Financial Statements





Page


F-1
            Report
      of Independent Registered Public Accounting Firm.F-2
            Consolidated
      Balance Sheets as of June 30, 2009.F-3
            Consolidated
      Statements of Operations and Comprehensive Loss for the Fiscal Year Ended
      June 30, 2009 .F-4
            Consolidated
      Statements of Changes in Stockholders’ Equity for the Fiscal Year Ended
      June 30, 2009.F-5
            Consolidated
      Statements of Cash Flows for the Fiscal Years Ended June 30,
      2009.F-6
      to F-12
            Notes
      to Financial Statements.








17





REPORT OF INDEPENDENT
REGISTERED ACCOUNTING FIRM







To the
board of directors


Jinzanghuang
Tibet Pharmaceuticals, Inc.








We have
audited the accompanying balance sheet of Jinzanghuang Tibet Pharmaceuticals,
Inc. (formerly known as Econometrics Inc.) as of June 30, 2009 and the related
statements of operations and comprehensive loss, changes in stockholders’ equity
and cash flows for the period from inception (November 20, 2008) to June 30,
2009.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.




We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Jinzanghuang Tibet Pharmaceuticals,
Inc. as of June 30, 2009, and the results of its operations and its cash flows
for the period from inception (November 20, 2008) to June 30, 2009 in conformity
with accounting principles generally accepted in the United States of
America.











/s/Paritz
& Company, P.A.





Hackensack,
New Jersey


September
25, 2009




F-1




JINZANGHUANG
      TIBET PHARMACEUTICALS, INC.(FORMERLY
      KNOW AS ECONOMETRICS INC.)CONSOLIDATED
      BALANCE SHEETJUNE
      30, 2009ASSETSCURRENT
      ASSETS:Cash
            
            $
            25,115Accounts
      receivable
            
            
            32,759Inventory
            
            
            326,937Advance
      to supplier
            
            
            146,399Prepaid
      expenses and other sundry current assets
            
            
            15,830TOTAL
      CURRENT ASSETS
            
            
            547,040LAND
      AND BUILDING
            
            
            586,000TOTAL  ASSETS
            
            $
            1,133,040LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIES:Accrued
      expenses and other sundry current liabilities
            
            $
            635,763TOTAL
      CURRENT LIABILITIES AND TOTAL LIABILITIES
            
            
            635,763MINORITY
      INTEREST
            
            
            26,527STOCKHOLDERS'
      EQUITY:Common stock, $0.001 par value, 300,000,000 shares
      authorized, 40,645,063 shares issued and outstanding
            
            
            40,645Additional paid-in capital
            
            
            490,117Accumulated deficit
            
            
            (60,009
            )Accumulated other comprehensive income
            
            
            (3
            )TOTAL
      STOCKHOLDERS' EQUITY
            
            
            470,750TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            1,133,040










F-2




JINZANGHUANG
      TIBET PHARMACEUTICALS, INC.(FORMERLY
      KNOW AS ECONOMETRICS INC.)CONSOLIDATED
      STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSFOR
      PERIOD FROM INCEPTION (NOVEMBER 20, 2008) TO JUNE 30, 2009SALES
                
                $
                456,957COSTS
      of SALES
                
                
                327,427GROSS
      PROFIT
                
                
                129,530COSTS
      AND EXPENSESGeneral
      and Administrative Expenses
                
                
                180,823LOSS
      BEFORE INCOME TAX AND MINORITY INTEREST
                
                
                (51,293
                )INCOME
      TAX
                
                
                7,826NET
      LOSS BEFORE MINORITY INTEREST
                
                
                (59,119
                )MINORITY
      INTEREST
                
                
                (890
                )NET
      LOSS
                
                
                (60,009
                )OTHER
      COMPREHENSIVE LOSSForeign
      currency translation adjustment
                
                
                (3
                )COMPREHENSIVE
      LOSS
                
                $
                (60,012
                )Basic
      and diluted earnings per common share
                
                $
                (0.00
                )Weighted
      average number of shares outstanding
                
                
                40,645,063









F-3




JINZANGHUANG
      TIBET PHARMACEUTICALS, INC.(FORMERLY
      KNOW AS ECONOMETRICS INC.)CONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITYCOMMON
              
              
              ADDITIONAL
              
              
              
              
              
              OTHERSTOCK
              
              
              PAID-IN
              
              
              ACCUMULATED
              
              
              COMPREHENSIVESHARES
              
              
              AMOUNT
              
              
              CAPITAL
              
              
              DEFICIT
              
              
              INCOME
              
              
              TOTALBALANCE
      -November 20, 2008
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Capital
      contribution, including captialcontributed
      to VIE (Note 1)
              
              
              40,645,063
              
              
              
              40,645
              
              
              
              490,117
              
              
              
              
              
              
              
              
              
              
              
              530,762Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (60,009
              )
              
              
              
              
              
              
              (60,009
              )-Foreign
      currency translation adjustments
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (3
              )
              
              
              (3
              )BALANCE
      - June 30, 2009
              
              
              40,645,063
              
              
              $
              40,645
              
              
              $
              490,117
              
              
              $
              (60,009
              )
              
              $
              (3
              )
              
              $
              470,750









F-4




JINZANGHUANG
      TIBET PHARMACEUTICALS, INC.(FORMERLY
      KNOW AS ECONOMETRICS INC.)CONSOLIDATED
      STATEMENTS OF CASH FLOWFROM
      INCEPTION (NOVEMBER 20, 2008) TO JUNE 30, 2009OPERATING
      ACTIVITIES:Net
      loss:
              
              $
              (60,009
              )Adjustments
      to reconcile net loss to net cash used in
      operating activities:Minority
      interest
              
              
              890Cash
      used in operating assets and liabilities:Accounts
      receivable
              
              
              (32,759
              )Inventory
              
              
              (326,937
              )Advance
      to supplier
              
              
              (146,399
              )Prepaid
      exenses and other sundry current assets
              
              
              (15,830
              )Accrued
      expeses and other sundry current liabilities
              
              
              49,763NET
      CASH USED IN OPERATING ACTIVITIES
              
              
              (531,281
              )FINANCING
      ACTIVITIES:Contribution
      from minority interest
              
              
              25,637Capital
      contribution
              
              
              530,762NET
      CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              556,399EFFECT
      OF EXCHANGE RATE ON CASH
              
              
              (3
              )INCREASE
      (DECREASE) IN CASH AND CASH - END OF PERIOD
              
              $
              25,115Supplemental
      disclosures of cash flow information:Cash
      paid for income tax
              
              $
              11,922Non-cash
      investing activities:Acquisition
      of property charged to accrued expenses
              
              $
              586,000







F-5





JINZANGHUANG
TIBET PHARMACEUTICALS, INC.


(Formerly
known as Econometrics Inc.)





NOTES TO
FINANCIAL STATEMENTS





JUNE 30,
2009








1         
    BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING
POLICIES








Business
description





Jinzanghuang Tibet Pharmaceuticals,
Inc. (“the Company”) distributes Tibetan pharmaceutical and nutraceutical
products in the People’s Republic of China (“PRC”) through Leling Jinzanghuang
Biotech Co., Ltd. (Leling JZH).





On
January 12, 2009 Jinzanghuang Tibet Pharmaceuticals, Inc.  acquired
all of the outstanding capital stock of Tibet Medicine, Inc. (“TMI”), a Delaware
corporation, in exchange for the issuing of 36,401,462 shares of its common
stock to the shareholders of TMI, representing 89.6% of the issued and
outstanding shares of the Company.





For
accounting purposes, the above transaction was accounted for as a reverse
merger. TMI became the surviving entity for accounting purposes, whereas the
Company will be recognized as the surviving entity for legal purposes.
Accordingly, the financial statements include the assets, liabilities and
operations of TMI.





TMI was
organized under the laws of Delaware on September 4, 2008 and is the 100% owner
of the registered capital of Beijing Taibodekang Consulting Co., Ltd.
(“BTC”).




BTC is a
Wholly Foreign Owned Entity that was organized under the laws of the People’s
Republic of China on December 5, 2008. On January 4, 2009, BTC entered into four
ten-year agreements (the “Entrusted Management Agreements”) with Leling JZH and
its registered equity holders.





The
purpose of these agreements is to transfer to BTC full responsibility for the
management of Leling JZH, as well as 95% of the financial benefits that arise
from the business of Leling JZH. As a result, BTC now has control over the
business of Leling JZH.





For
variable interest entities, we assess the terms of our interest in each entity
to determine if we are the primary beneficiary as prescribed by FIN 46R. The
primary beneficiary of a variable interest entity is the party that absorbs a
majority of the entity’s expected losses, receives a majority of its expected
residual returns, or both, as a result of holding variable interests, which are
the ownership, contractual, or other pecuniary interests in an entity that
change with changes in the fair value of the entity’s net assets excluding
variable interests. In according with FIN 46, Leling JZH is considered a
variable interest entity (“VIE”).





The
accounting effect of the Entrusted Management Agreements between Beijing
Taibodekang and Leling Jinzanghuang is to cause the balance sheets and financial
results of Leling Jinzanghuang to be consolidated with those of Beijing
Taibodekang, with respect to which Leling Jinzanghuang is now a variable
interest entity.  Since the parties to the Entrusted Management
Agreements were both controlled by Xue Bangyi, who is CEO of both Beijing
Taibodekang and Leling Jinzanghuang, the financial statements included in this
report reflect the consolidation of the results of operations and cash flows of
Leling Jinzanghuang since its inception.





Leling
JZH was incorporated under the laws of PRC as a limited liability company on
November 20, 2008 and is engaged in the distribution of Tibetan pharmaceutical
and nutraceutical products in the PRC.





F-6




Basis
of presentation





The
accompanying consolidated financial statements are prepared in accordance with
generally accepted accounting principles in the United States of America (“US
GAAP”) and are presented in U.S. Dollars.





The
consolidated financial statements include the financial statements of the
Company and its subsidiaries and variable interest entity.  All
inter-company transactions and balances among the Company and its subsidiaries
are eliminated upon consolidation.





Minority
interest represents the allocation of earnings to the VIE owners who are not at
risk for the majority of losses of the VIE, which have been accounted for by
using the consolidation method of accounting.








Uses
of estimates in the preparation of financial statements





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of net revenue and expenses during each reporting
period.  Actual results could differ from those
estimates.







Revenue
recognition





Revenue
is recognized at the date of shipment to customers when a formal arrangement
exists, the price is fixed or determinable, the delivery is completed, and no
other significant obligations of the Company exist and collectability is
reasonably assured.  Payments received before all of the relevant
criteria for revenue recognition are satisfied are recorded as advances from
customers.





If the
Company’s customer distribution agreements contain clauses that grant the
customer the right to return or exchange productsm the Company accounts for
sales to these distributors  under the guidance of SFAS No. 48,
Revenue Recognition When Right of Return Exists.   If the Company
does not have sufficient historical evidence of customer acceptance, it
recognizes revenue when the return provisions lapse. When the Company has
sufficient historical evidence of customer acceptance it recognizes revenue upon
shipment.





Shipping
and handling costs





In
accordance with Emerging Issues Task Force Issue 00-10 “Accounting for Shipping
and Handling Fees and Costs”, all amounts billed to customers in a sales
transaction for shipping and handling are classified as revenue.





F-7




Cash





The
Company maintains cash with financial institutions in the People’s Republic of
China (“PRC”) which are not insured or otherwise protected.  Should
any of these institutions holding the Company’s cash become insolvent, or if the
Company is unable to withdraw funds for any reason, the Company could lose the
cash on deposit with that institution.








Accounts
Receivable





Accounts
receivables represent customer accounts receivables. Reserve for bad debts is
based on a combination of current sales, historical charge-offs and specific
accounts identified as high risk. Uncollectible accounts receivable are charged
against the allowance for doubtful accounts when all reasonable efforts to
collect the amounts due have been exhausted. Such allowances, if any, would be
recorded in the period the impairment is identified. There is no bad debt
expense recorded for the period from inception (November 24, 2008) to June 30,
2009.





Inventories





Inventories
are valued at the lower of cost or market with cost determined on the weighted
average method.





Property
and equipment





Property
and equipment are recorded at cost. Depreciation is provided in amounts
sufficient to amortize the cost of the related assets over their useful lives
using the straight line method.





In May
10, 2009, Leling JZH entered into an agreement to purchase a building and land
lease for an aggregate cost of RMB4,000,000 (approximately $586,000), which was
paid in July 2009.





Deferred
income taxes





The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS 109") which requires that deferred tax assets
and liabilities be recognized for future tax consequences attributable to
differences between financial statement carrying amounts of existing assets and
liabilities and their respective tax bases.  In addition, SFAS 109
requires recognition of future tax benefits, such as carry-forwards, to the
extent that realization of such benefits is more likely than not and that a
valuation allowance be provided when it is more likely than not that some
portion of the deferred tax asset will not be realized.








Currency
translation





Since the
Company operates primarily in the PRC, the Company’s functional currency is the
Chinese Yuan (”RMB”).  Revenue and expense accounts are translated at
the average rates during the period, and balance sheet items are translated at
year-end rates.  Translation adjustments arising from the use of
differing exchange rates from period to period are included as a separate
component of shareholders’ equity.  Gains and losses from foreign
currency transactions are recognized in current operations.





The RMB
is not freely convertible into foreign currency and all foreign exchange
transactions must take place through authorized institutions. No representation
is made that the RMB amounts could have been, or could be, converted into USD at
the rates used in translation.





F-8




Comprehensive
income





Comprehensive
income is defined to include all changes in equity except those resulting from
investments by shareholders and distributions to shareholders.  Among
other disclosures, all items that are required to be recognized under current
accounting standards as components of comprehensive income are required to be
reported in a financial statement that is presented with the same prominence as
other financial statements.  Comprehensive income includes net income
and the foreign currency translation gain, net of tax.






Statement
of Cash Flows




In
accordance with Statement of Financial Accounting Standards No. 95, “Statement
of Cash Flows,” cash flows from the Company’s operations are calculated based
upon the local currencies. As a result, amounts related to assets and
liabilities reported on the statement of cash flows will not necessarily agree
with changes in the corresponding balances on the balance sheet.





Fair
value of financial instruments





Statement
of Financial Accounting Standards No. 107, “Disclosures about Fair Value of
Financial Instruments” requires that the Company disclose estimated fair value
of financial statements.





The
Company’s financial instruments primarily consist of cash, accounts receivable,
inventory, advance to supplier and accrued expenses.





As of the
balance sheet date, the estimated fair values of financial instruments were not
materially different from their carrying values as presented on the balance
sheet.  This is attributed to the short maturities of the instruments
and that interest rates on the borrowings approximate those that would have been
available from loans of similar remaining maturity and risk profile at the
respective balance sheet dates.





Earnings
per share





Basic
earnings per share are computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding during
the period.  Diluted earnings per share is computed similar to basic
earnings per share, except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive.  There are no such additional common shares available for
dilution purposes as of June 30, 2009.





New
Accounting Pronouncements





EITF
Issue 07-3 Accounting for
Nonrefundable Advance Payments for Goods or Services Received for Use in Future
Research and Development Activitiesis effective for financial statements
issued for fiscal years beginning after December 15, 2007.  This issue
requires nonrefundable advance payments for research and development to be
capitalized and recognized as an expense as related goods are delivered or
services are performed.  The adoption of EITF 07-3 is not expected to
have a significant impact on the Company’s results of operations, cash flows or
financial position.





F-9




In
December 2007, The FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51”. This statement
clarifies that a noncontrolling interest in a subsidiary should be reported as
equity in consolidated financial statements. The calculation of earnings per
share will continue to be based on income amounts attributable to the parent.
SFAS No. 160 is effective as of the beginning of the Company’s first fiscal year
that begins on or after December 15, 2008. The Company does not expect
application of SFAS No. 160 to have a material effect on its financial
statements.




In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
and Hedging Activities - an amendment of FASB Statement No. 133. This statement
changes the disclosure requirements for derivative instruments and hedging
activities. Entities are required to provide enhanced disclosures about (a) how
and why an entity uses derivative instruments, (b) how derivative instruments
and related hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity's financial position, financial performance, and cash flows.
SFAS No. 161 is effective for fiscal years and interim periods beginning after
November 15, 2008. The Company's adoption of SFAS No. 161 is not expected to
have a material effect on its condensed consolidated financial
statements.




In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles". This Statement identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). This Statement is effective 60 days
following the SEC's approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles. The Board does not expect that this
Statement will result in a change in current practice. However, transition
provisions have been provided in the unusual circumstance that the application
of the provisions of this Statement results in a change in
practice.




In June
2008, the FASB issued FSP EITF 03-6-1, which addresses whether instruments
granted in equity-based payment transactions are participating securities prior
to vesting and, therefore, need to be included in the earnings allocation in
computing basic earnings per unit under the two-class method prescribed by SFAS
128. FSP EITF 03-6-1 is retrospectively effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those years, with early application prohibited. The Company is evaluating
the impact the adoption of FSP EITF 03-6-1 will have on its earnings per share
calculations.






2 
           ADVANCES TO
SUPPLIER




The
Company made interest free advances one supplier for the purchase of its
material.






3   
         TAXES




The
Company’s Chinese subsidiaries are governed by the Income Tax Law of the
People’s Republic of China concerning private-run enterprises, which are
generally subject to tax at a statutory rate of 25% on income reported in the
statutory financial statements after appropriate tax adjustments.





F-10




A
reconciliation of tax at United States federal statutory rate to provision for
income tax recorded in the financial statements is as follows:




Rate
            
            
            AmountU.S.statutory
      income tax
            
            
            (35
            %)
            
            $
            (17,952
            )Tax
      rate difference between US and China
            
            
            10
            %
            
            
            5,129NOL
      from U.S with 100% valuation allowance
            
            
            40
            %
            
            
            20,649Actual
      consolidated income tax
            
            
            15
            %
            
            $
            7,826




The
provisions for income taxes are summarized as follows:




Current
      - foreign
            
            $
            7,826Deferred
      - United States
            
            
            20,649Valuation
      allowance - United States
            
            
            (20,649
            )Total
            
            $
            7,826





4 
            CONCENTRATIONS





During
the period from inception (November 20, 2008) to June 30, 2009, there were three
customers to whom the Company made sales representing over 10% of its revenue
for the period.  The customers accounted for 40%, 30% and 19% of
revenue for the period.





Two
products represented approximately 37% and 24% of total sales for the period
from inception (November 20, 2008) to June 30, 2009








5 COMMITMENTS
AND CONTINGENCIES





(a)           Lease
commitment





The
Company has three one year lease agreements in the total amount of approximately
$11,000 per year for its office space in Leling and Beijing, China. Rental
expense for the year ended June 30, 2009 was approximately $5,600.





(b)           Related
party Supply agreement





All of
the products that the Company distributes are manufactured by one supplier. The
CEO of our supplier company is also our CEO and one of the owners of Leling
JZH.  The Company entered into a three-year distribution contract with
this supplier on November 21, 2008, which does not give the Company exclusive
marketing rights.





The
agreement provides that the supplier will deliver products in response to orders
received from the Company.  The agreement gives the supplier the right
to fix the price it charges, although it is required to provide the Company
timely notice of any price increase.  In addition, the supplier
retains ownership of all of the patent rights, trademark rights and other
intellectual property rights related to the sold products.  Under this
agreement, each party has the right to terminate the contract, provided that
sixty-day written notice in advance is given to the other party.





F-11




Vulnerability
due to Operations in PRC





The
Company’s operations may be adversely affected by significant political,
economic and social uncertainties in the PRC.  Although the PRC
government has been pursuing economic reform policies for more than twenty
years, no assurance can be given that the PRC government will continue to pursue
such policies or that such policies may not be significantly altered, especially
in the event of a change in leadership, social or political disruption or
unforeseen circumstances affecting the PRCs political, economic and social
conditions.  There is also no guarantee that the PRC government’s
pursuit of economic reforms will be consistent or effective.





Substantially
all of the Company’s businesses are transacted in RMB, which is not freely
convertible.  The Peoples Bank of China or other banks are authorized
to buy and sell foreign currencies at the exchange rates quoted by the Peoples
Bank of China.  Approval of foreign currency payments by the Peoples
Bank of China or other institutions requires submitting a payment application
form together with suppliers’ invoices, shipping documents and signed
contracts.





Since the
Company has its primary operations in the PRC, the majority of its revenues will
be settled in RMB, not U.S. Dollars. Due to certain restrictions on currency
exchanges that exist in the PRC, the Company’s ability to use revenue generated
in RMB to pay any dividend payments to its shareholders outside of China may be
limited.





In
September 2006, PRC changed the laws regarding transfer of equity in PRC
companies in exchange for equity in non-PRC companies.  Approvals and
registrations for such transfers are required and penalties may be imposed if
the requirements are not met.








6 SUBSEQUENT
EVENTS





We have
evaluated events after the date of these financial statements through September
25, 2009, the date that these financial statements were issued.  There were
no material subsequent events as of that date.





F-12




ITEM
9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE





Not applicable.





ITEM
9A. CONTROLS
AND PROCEDURES





(a)           Evaluation of Disclosure Controls and
Procedures.




The term “disclosure controls and
procedures” (defined in SEC Rule 13a-15(e)) refers to the controls and other
procedures of a company that are designed to ensure that information required to
be disclosed by a company in the reports that it files under the Securities
Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and
reported within required time periods. “Disclosure controls and procedures”
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by a company in the reports that it files
or submits under the Exchange Act is accumulated and communicated to the
company’s management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.




The
Company’s management, with the participation of the Chief Executive Officer and
the Chief Financial Officer, has evaluated the effectiveness of the Company’s
disclosure controls and procedures as of the end of the period covered by this
annual report (the “Evaluation Date”). Based on that evaluation, the Company’s
Chief Executive Officer and Chief Financial Officer have concluded that, as of
the Evaluation Date, such controls and procedures were effective.





(b)           Changes in Internal
Controls.




The term “internal control over
financial reporting” (defined in SEC Rule 13a-15(f)) refers to the process of a
company that is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles. The Company’s management, with the participation of the Chief
Executive Officer and Chief Financial Officer, has evaluated any changes in the
Company’s internal control over financial reporting that occurred during the
fourth quarter of the year covered by this annual report, and they have
concluded that there was no change to the Company’s internal control over
financial reporting that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.





(c) Management’s Report on Internal
Control over Financial Reporting.




Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934.  We have assessed the effectiveness
of those internal controls as of June 30, 2009, using the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control –
Integrated Framework as a basis for our assessment.




Because
of inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies and procedures may deteriorate.  All internal
control systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.




30




A
material weakness in internal controls is a deficiency in internal control, or
combination of control deficiencies, that adversely affects the Company’s
ability to initiate, authorize, record, process, or report external financial
data reliably in accordance with accounting principles generally accepted in the
United States of America such that there is more than a remote likelihood that a
material misstatement of the Company’s annual or interim financial statements
that is more than inconsequential will not be prevented or detected. In the
course of making our assessment of the effectiveness of internal controls over
financial reporting, we identified two material weaknesses in our internal
control over financial reporting.  These material weaknesses consisted
of:




a.           Lack of expertise in U.S accounting
principles among the personnel in our Chinese
headquarters.  Our books are maintained and our financial
statements are prepared by the personnel employed at our executive offices in
the City of Leling.  Few of our employees have experience or
familiarity with U.S accounting principles.  The lack of personnel in
our Leling office who are trained in U.S. accounting principles is a weakness
because it could lead to improper classification of items and other failures to
make the entries and adjustments necessary to comply with U.S.
GAAP.




b.           Inadequate staffing and supervision
within the accounting operations of our company.  The
relatively small number of employees who are responsible for accounting
functions prevents us from segregating duties within our internal control
system.  The inadequate segregation of duties is a weakness because it
could lead to the untimely identification and resolution of accounting and
disclosure matters or could lead to a failure to perform timely and effective
reviews.




Management
is currently reviewing its staffing and their training in order to remedy the
weaknesses identified in this assessment.  To date, we are not aware
of significant accounting problems resulting from these weaknesses; so we have
to weigh the cost of improvement against the benefit of strengthened
controls.  However, because of the above conditions, management’s
assessment is that the Company’s internal controls over financial reporting were
not effective as of June 30, 2009.




This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.







ITEM
9B. OTHER
INFORMATION





None.





31




PART
III





ITEM
10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





The
executive officers and directors of the Company are:




Name
            Age
            Positions with the
      CompanyXue
      Bangyi
            52
            Chairman,
      Chief Executive OfficerYang
      An
            46
            DirectorVice
      PresidentWang
      Shuxiang
            54
            DirectorZeng
      Yiling
            50
            Chief
      Financial Officer




All directors hold office until the
next annual meeting of our shareholders and until their successors have been
elected and qualify.  Officers serve at the pleasure of the Board of
Directors.




XUE
BANGYI. Since 2006 Mr. Xue has been employed as Chairman of Shangdong
Jinzanghuang (Tibet) Pharmaceuticals Co., Ltd., which is involved in the
manufacture and distribution of pharmaceutical and nutraceutical products based
on traditional Tibetan medical principles. Shangdong Jinzanghuang is the
principal supplier of the products marketed by Leling
Jinzanghuang.  From 1996 until 2006 Mr. Xue was employed as General
Manager of Qunming Railway Resources Co., which manufactured equipment in China.
Mr. Xue was awarded a degree in Economics and Management by the Wuhan College of
Finance.





YANG
AN.  Since November, 2008, Ms. Yang has been employed as Vice General
Manager of Leling Jinzanghuang. From 2003 until 2008, Ms. Yang was employed as
Manager of Sida Management Consulting Co., a management consulting
firm.  From 1998 to 2003, Ms. Yang was employed as Chief Executive
Officer of SanYang Tech Development Co., a consulting company.  In
1986 Ms. Yang was awarded a degree in Economics and Management by Tianjing
University of Broadcasting.





WANG
SHUXIANG. From November 2008 until July 2009, Mr. Wang was employed as Chief
Executive Officer of Leling Jinzanghuang. Since 2002, Mr. Wang has been employed
as Operational Manager of Shangdong Jinzanghuang. From 1998 to 2002, Mr. Wang
was the Ethics Chair for the Discipline Division of the Health Department of
Leling City, Shangdong Province. In 1994, Mr. Wang was awarded a degree in
Finance Accounting by Shangdong College of Economics.





32




ZENG
YILING.  Prior to joining Leling Jinzanghuang in 2008, Mr. Zeng was
employed from 2006 to 2008 as Treasurer of Shangdong
Jinzanghuang.  From 1997 to 2006, Mr. Zeng was employed as Finance
Manager of the Shangdong Xisheng Group Co., a pharmaceutical
company.  Prior to that, Mr. Zeng was employed as director of a
factory operated by the Shangdong Meat Company.  In 1993 Mr. Zeng was
awarded a degree in Accounting by the Shangdong College of
Management.




All of
our directors hold offices until the next annual meeting of the shareholders of
the Company, and until their successors have been qualified after being elected
or appointed.  Officers serve at the discretion of the board of
directors.





Audit
Committee; Compensation Committee; Nominating Committee.





Due to the small size of our Board of
Directors, we have not constituted an audit committee, a compensation committee
or a nominating committee.  Decisions regarding nominations to the
Board will be made by all currently-serving members of the Board.  For
the same reason, we do not have an audit committee financial expert among the
members of our Board of Directors.





Code of
Ethics





The Board of Directors has not adopted
a code of ethics applicable to the Company’s executive officers.  The
Board believes that the small number of individuals involved in the Company’s
management makes such a code unnecessary.





Section 16(a) Beneficial
Ownership Reporting Compliance





None of
the officers, directors or beneficial owners of more than 10% of the Company’s
common stock failed to file on a timely basis the reports required by Section
16(a) of the Exchange Act during the year ended June 30, 2009,





ITEM
11.             EXECUTIVE
COMPENSATION





The
following table sets forth all compensation awarded to, earned by, or paid by
the companies that are currently subsidiaries of Jinzanghuang to Wang Shuxiang
for services rendered in all capacities to the Company during the year ended
June 30, 2009.  Mr. Wangwas the Company’s Chief Executive Officer from
its inception until July 2009, .  There was no officer whose salary
and other compensation for the year exceeded $100,000.


Year
              Salary
              Bonus
              Stock
                Awards
              Option
                Awards
              Other
                CompensationWang
      Shuxiang
              2009
              $8,772
              --
              --
              --
              --




33




Employment
Agreements





The Company has three executive
officers:  Messrs Xue Bangyi, Yang An, and Zeng Yiling.  All
of our officers and directors serve on an at-will basis, and none has entered
into employment contracts with the company.





Compensation of
Directors





The Board of Directors has not adopted
any compensation arrangements for its members.





Equity
Grants





The
following tables set forth certain information regarding the stock options
acquired by the Company’s Chief Executive Officer during the year ended June 30,
2009 and those options held by him on June 30, 2009.





Option Grants in the Last
Fiscal Year
 Number
      of
                securities
                underlying
                option
              Percent
                of
      total
                options
                granted
      to
                employees
                in
      fiscal
              Exercise
                Price
              Expiration
              Potential
      realizable
                  value
      at assumed
                  annual
      rates of
                  appreciation
                  for
      option termgranted
              year
              ($/share)
              Date
              5%
              10%Wang
      Shuxiang
              --
              --
              --
              --
              --
              --
  The
following tables set forth certain information regarding the stock grants
received by the executive officers named in the table above during the year
ended June 30, 2009 and held by them unvested at June 30,
2009.
  Unvested Stock Awards in the
Last Fiscal Year
  Number
      of
                  Shares
      That
                  Have
      Not
                  Vested
                Market
      Value
                  of
      Shares That
                  Have
      Not
                  VestedWang
      Shuxiang
                --
                --







ITEM
12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS





The
following table sets forth information known to us with respect to the
beneficial ownership of our common stock as of the date of this prospectus by
the following:





·
            each
      shareholder known by us to own beneficially more than 5% of our common
      stock;




·
            Xue
      Bangyi, our Chief Executive Officer




·
            each
      of our directors; and




·
            all
      directors and executive officers as a
group.





34




There are
40,645,063 shares of our common stock outstanding on the date of this
report.  Except as otherwise indicated, we believe that the beneficial
owners of the common stock listed below have sole voting power and investment
power with respect to their shares,  subject to community property
laws where applicable.  Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange
Commission.




In
computing the number of shares beneficially owned by a person and the percent
ownership of that person, we include shares of common stock subject to options
or warrants held by that person that are currently exercisable or will become
exercisable within 60 days. We do not, however, include these “issuable” shares
in the outstanding shares when we compute the percent ownership of any other
person.




Name  and
      Address of
              Beneficial
      Owner(1)
            
            Amount
      and Nature
              of
      Beneficial
              Ownership(2)
            
            
            Percentage
              of
      ClassXue
      Bangyi
            
            
            4,429,359
            
            
            
            10.9
            %Wang
      Shuxiang
            
            
            2,648,935
            
            
            
            6.5
            %Yang
      An
            
            
            50,500
            
            
            
            0.1
            %All
      officers and directorsas
      a group (4 persons)
            
            
            7,179,294
            
            
            
            17.7
            %


________________________________


(1) Except as
otherwise noted, each shareholder’s address is c/o Fu Qian Road South End
(Westside), Leling City, Shangdong Province, P. R. China.




(2)           Except
as otherwise noted, all shares are owned of record and
beneficially.





ITEM
13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE




Certain Relationships and
Related Transactions




Xue
Bangyi is the Chairman of the Board of Jinzanghuang Tibet
Pharmaceuticals.  Xue Bangyi is also the President of Shangdong
Jinzanghuang, which is the sole supplier of products distributed by Leling
Jinzanghuang.  Details regarding the relationship between the
companies is set forth earlier, in the description of the business of Leling
Jinzanghuang.





Director
Independence




None of the members of the Company’s
Board of Directors is an independent director, pursuant to the definition of
“independent director” under the Rules of The NASDAQ Stock Market.





35




ITEM
14.             PRINCIPAL
ACCOUNTANT FEES AND SERVICES





Paritz & Company, P.A. has been the
independent accountant for Tibet Medicine, Inc. and its subsidiaries since
September 4, 2008.  In January 2009, when Jinzanghuang Tibet
Pharmaceuticals, Inc. acquired Tibet Medicine, Paritz & Company, P.A. became
the independent accountant for Jinzanghuang Tibet Pharmaceuticals.





Audit Fees





Paritz & Company, P.A. billed
$30,000 to the Company for professional services rendered for the audit of
financial statements for the fiscal year ended June 30, 2009.





Audit-Related Fees





Paritz & Company, P.A. billed $0 to
the Company during 2009 for assurance and related services that are reasonably
related to the performance of the 2009 audit or review of the quarterly
financial statements.





Tax Fees





Paritz & Company, P.A. billed $0 to
the Company during fiscal 2009 for professional services rendered for tax
compliance, tax advice and tax planning.





All Other Fees





Paritz & Company, P.A. billed $0 to
the Company in fiscal 2009  for services not described
above.




It is the policy of the Company
that all services other than audit, review or attest services must be
pre-approved by the Board of Directors.  No such services have been
performed by Paritz & Company, P.A..




36




ITEM
15.              EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES





3-a
            Certificate
      of Incorporation - filed as an exhibit to the Registration Statement on
      Form 10 filed on May 22, 2008 and incorporated herein by
      reference.





3-a(1)
            Certificate
      of Amendment to Certificate of Incorporation - filed as an exhibit to the
      Current Report on Form 8-K filed on March 27, 2009 and incorporated herein
      by reference.





3-b
            Amended
      and Restated Bylaws - filed as an exhibit to the Registration Statement on
      Form 10 filed on May 22, 2008 and incorporated herein by
      reference.





10-a
            Share
      Exchange Agreement dated January 12, 2009 among the Company and the
      shareholders of Tibet Medicine, Inc.(1)




10-b
            Exclusive
      Technical Service and Business Consulting Agreement dated January 4, 2009
      between Beijing Beijing Taibodekang Co., Ltd. and Leling Jinzanghuang
      Biotech Co., Ltd.(1)




10-c
            Share
      Pledge Agreement dated January 4, 2009 among Beijing Beijing Taibodekang
      Co., Ltd., the equity owners in Leling Jinzanghuang Biotech Co., Ltd. and
      Leling Jinzanghuang Biotech Co., Ltd.(1)




10-d
            Call
      Option Agreement dated January 4, 2009 between Beijing Beijing Taibodekang
      Co., Ltd. and the equity owners in Leling Jinzanghuang Biotech Co.,
      Ltd.(1)




10-e
            Proxy
      Agreement dated January 4, 2009 between Beijing Beijing Taibodekang Co.,
      Ltd., the equity owners in Leling Jinzanghuang Biotech Co., Ltd., and
      Leling Jinzanghuang Biotech Co., Ltd.(1)




21
            Subsidiaries
      –   Tibet Medicine, Inc., a Delaware
      corporation


Leling
      Jinzanghuang Biotech Co., Ltd., a  PRC
    corporation




31.1
            Rule
      13a-14(a) Certification – CEO





31.2
            Rule
      13a-14(a) Certification - CFO





32
            Rule
      13a-14(b) Certifications


_______________


(1)
            Filed
      as an exhibit to the Current Report on Form 8-K filed on January 20, 2009
      and incorporated herein by
reference.




37




SIGNATURES





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








JINZANGHUANG
      TIBET PHARMACEUTICALS, INC.Date:
      October 12, 2009
            /s/ Xue
      BangyiXue
      Bangyi, Chief Executive Officer





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.








/s/ Xue
      Bangyi
            
            October
      12, 2009Xue
      BangyiDirector,
      Chief Executive Officer/s/ Zeng
      Yiling
            
            October
      12, 2009Zeng
      YilingDirector,
      Chief Financial and Accounting Officer/s/ Wang
      Shuxiang
            
            October
      12, 2009Wang
      ShuxiangDirector/s/ Yang
      An
            
            October
      12, 2009Yang
      An, Director






38