UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549



FORM 10-Q



(Mark One)



|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934



For the quarterly period ended June 30, 2008



|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934



For the transition period from ______ to ______



Commission File No.:000-32161



Sino-Biotics, Inc.

(Exact name of registrant as specified in its charter)



| |                                                                |                                    
| | -------------------------------------------------------------- | -----------------------------------
| |                                                                |                                    
| | Delaware                                                       | 20-3828148                         
| | (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.





501 S. Johnstone Avenue, Suite 501



Bartlesville, Oklahoma 74003

(Address of principal executive offices)



Issuer's telephone number: 918-336-1773



(Former name, former address and former fiscal year,

if changed since last report)





Check whether the registrant filed all documents and reports required to be filed by Section 12, 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 |X| No |_|



APPLICABLE ONLY TO CORPORATE ISSUERS



As of June 30, 2008, 29,180,616 shares of Sino-Biotic’s common stock were issued and outstanding.



Transitional Small Business Disclosure Format: Yes |_| No |X|



















PART I



Item 1. Financial Statements



Our consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.



It is the opinion of management that the interim financial statements for the three and nine months ended June 30, 2008, include all adjustments necessary in order to ensure that the consolidated financial statements are not misleading.















|                                    
|------------------------------------
|                                    
|SINO-BIOTICS, INC.                  
|CONSOLIDATED BALANCE SHEETS         
|June 30, 2008 and September 30, 2007
|(Unaudited)                         



|                                                                                                                     |   |               |   |                   
|-------------------------------------------------------------------------------------------------------------------- | - | ------------- | - | ------------------
|                                                                                                                     |   | June 30,
2008 |   | September 30,
2007
|                                                                                                                     |   |               |   |                   
|ASSETS                                                                                                               |   |               |   |                   
|Current Assets                                                                                                       |   |               |   |                   
|Cash                                                                                                                 | $ | 500           | $ | 500               
|TOTAL ASSETS                                                                                                         | $ | 500           | $ | 500               
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                |   |               |   |                   
|LIABILITIES:                                                                                                         |   |               |   |                   
|Convertible notes payable                                                                                            | $ | -             | $ | 75,000            
|Accounts payable and accrued expenses                                                                                |   | 563           |   | 2,850             
|Related party accounts payable                                                                                       |   | 21,435        |   | -                 
|Liabilities of discontinued operations                                                                               |   | 2,777         |   | 2,777             
|Total current liabilities                                                                                            |   | 24,775        |   | 80,627            
|STOCKHOLDERS’ DEFICIT:                                                                                               |   |               |   |                   
|Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued or outstanding                       |   | -             |   | -                 
|Common Stock, $0.001 par, 500,000,000 authorized; 29,180,616 and 180,618 shares issued and outstanding, respectively | $ | 29,181        | $ | 181               
|Additional paid in capital                                                                                           |   | 6,748,809     |   | 6,698,026         
|Accumulated deficit                                                                                                  |   | (6,802,265)   |   | (6,778,334)       
|Total stockholders' deficit                                                                                          |   | (24,275)      |   | (80,127)          
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                          | $ | 500           | $ | 500               



The accompanying notes are an integral part of these financial statements.





|                                   
|-----------------------------------
|                                   
|SINO-BIOTICS, INC.                 
|CONSOLIDATED STATEMENTS OF EXPENSES
|(Unaudited)                        



|                                                                               |                            |             |                             |              |          
|------------------------------------------------------------------------------ | -------------------------- | ----------- | --------------------------- | ------------ | ---------
|                                                                               | Nine months ended June 30, |             | Three months ended June 30,
|                                                                               | 2008                       | 2007        |                             | 2008         | 2007     
|                                                                               |                            |             |                             |              |          
|Legal and professional expenses                                                | $     21,998               | $       -   |                             | $     2,875  | $     -  
|Compensation expense                                                           | -                          | 3,000       |                             | -            | -        
|Interest expense                                                               | 1,933                      | -           |                             | -            | -        
|                                                                               |                            |             |                             |              |          
|Net loss                                                                       | $    (23,931)              | $  (3,000)  |                             | $    (2,875) | $       -
|                                                                               |                            |             |                             |              |          
|Weighted average number of common shares outstanding – basic and fully diluted | 16,447,040                 | 179,003     |                             | 29,180, 616  | 179,850  
|                                                                               |                            |             |                             |              |          
|Net loss per share – basic and fully diluted                                   | $    (0.00)                | $    (0.02) |                             | $    (0.00)  | $    -   
|                                                                               |                            |             |                             |              |          





The accompanying notes are an integral part of these financial statements.









|                                                
|------------------------------------------------
|                                                
|SINO-BIOTICS, INC.                              
|STATEMENTS OF CASH FLOW                         
|For the nine months ended June 30, 2008 and 2007
|(Unaudited)                                     



|                                                                           |   |          |   |        
|-------------------------------------------------------------------------- | - | -------- | - | -------
|                                                                           |   | 2008     |   | 2007   
|Cash flow from operating activities:                                       |   |          |   |        
|Net loss                                                                   | $ | (23,931) | $ | (3,000)
|Adjustment to reconcile net loss to net cash used by operating activities: |   |          |   |        
|Non-cash compensation                                                      | $ | -        | $ | 3,000  
|Change in accrued expenses                                                 |   | 2,496    |   | -      
|Change in related party accounts payable                                   |   | 21,435   |   | -      
|Net cash used by operating activities                                      |   | -        |   | -      
|                                                                           |   |          |   |        
|NET CHANGE IN CASH                                                         |   |          |   |        
|Cash at beginning of period                                                | $ | 500      | $ | 500    
|Cash at end of period                                                      | $ | 500      | $ | 500    
|                                                                           |   |          |   |        
|Supplemental disclosures of cash flow information:                         |   |          |   |        
|Cash paid during the year for:                                             |   |          |   |        
|Interest                                                                   | $ | -        | $ | -      
|Income taxes                                                               | $ | -        | $ | -      
|                                                                           |   |          |   |        
|Non-cash financing activities:                                             |   |          |   |        
|Conversion of preferred stock to common stock                              | $ | -        | $ | 2,600  
|Conversion of notes payable to common stock                                | $ | 79,783   | $ |        









The accompanying notes are an integral part of these financial statements.







SINO-BIOTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008





NOTE 1 – SUMMARY OF ACCOUNTING POLICIES



Basis of presentation. The accompanying unaudited interim consolidated financial statements of Sino-Biotics, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Sino-Biotics’ Annual Financial Statements filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended September 30, 2007, as reported in the Form 10-KSB, have been omitted.



Stock Splits. On December 13, 2007, Sino implemented a 1 for 1000 reverse stock split. The par value of the common stock was not affected by the reverse stock split. The company issued 128 shares for fractional share issuances.  On March 31, 2008, Sino implemented a 6 for 1 forward stock split.  The par value of the common stock was not affected by the stock split.  The effect of the stock split changed the issued and outstanding shares of our common stock to 29,180,616.  All shares and per share amounts have been restated in the consolidated financial statements and in the notes to consolidated financial statements for all periods presented to reflect the reverse stock split and the forward stock split as if they occurred on the first day of the first period presented.



Use of Estimates. In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and expenses in the statement of expenses. Actual results could differ from those estimates.





NOTE 2 – GOING CONCERN



As of June 30, 2008, Sino had an accumulated deficit of $6,802,265. The ability of Sino to continue with respect to any planned principal business activity is dependent upon its success in raising additional equity financing and/or attaining profitable operations. Management has plans to seek additional capital. There is no guarantee that Sino will be able to complete any of the above objectives. These factors raise substantial doubt regarding Sino’s ability to continue as a going concern.



NOTE 3 – STOCKHOLDER’S DEFICIT



On January 28, 2008, Sino increased the number of authorized common shares from 35,000,000 to 500,000,000.



On January 28, 2008, Sino converted a $65,000 convertible promissory note and all related accrued interest into 25,999,998 common shares.



On January 31, 2008, Sino converted a $10,000 convertible promissory note and related accrued interest into 3,000,000 common shares.









Item 2. Plan of Operation.

The following discussion highlights the principal factors affecting changes in financial condition and results of operations.  The discussion should be read in conjunction with the accompanying consolidated financial statements and notes to the consolidated financial statements.



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS





Some of the statements under "Description of Business and Industry", "Business Strategy and Intellectual Property", "Competition" and elsewhere in this Quarterly Report on Form 10-QSB constitute forward-looking statements.







These statements involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements.



Such factors include, among other things, those described in this Quarterly Report on Form 10-QSB. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report on Form 10-QSB.



Overview and Business of Sino-Biotics Systems, Inc.



General Overview



Sino-Biotics, Inc. (“Sino”) was organized in Delaware on July 6, 2005.  Sino’s common stock is currently traded on the OTCBB and on the Pink Sheets under the symbol “SINB.”



From its inception to June 30, 2008 Sino has no current operations.  Sino’s predecessors ceased operations in June 2003, and the company sold its inactive operating subsidiary in July 2005.  The ability of Sino to continue with respect to any planned principal business activity is dependent upon its success in raising additional equity financing, attaining profitable operations, and/or locating a merger or acquisition partner.



PLAN OF OPERATION



Sino, as of the date of filing of this report, is a “shell” as defined in Rule 12(b), having both assets and operations that are only “nominal”.  Management recognizes the possibility that, if additional funds are not raised or the company does not undertake an acquisition or merger transaction with an operating company or a company with substantial assets, Sino’s assets could have to be liquidated or otherwise reduced.  Because Sino does not have sufficient funds to operate, it plans to seek, evaluate and possibly enter into an acquisition or merger with candidates with operating businesses and complete an acquisition or merger with one of these candidates. Sino currently has no operations and intends to locate and combine with an existing, privately-held company that is profitable or which, in management's view, has growth potential, irrespective of the industry in which it is engaged.  However, Sino does not intend to combine with a private company which may be deemed to be an investment company subject to the Investment Company Act of 1940. A combination may be structured as a merger, consolidation, exchange of the Sino's common stock for stock or assets or any other form which will result in the combined enterprise's becoming a publicly-held corporation.



Pending negotiation and consummation of a combination, Sino anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, thus, will have no source of revenue.  Should Sino incur any significant liabilities prior to a combination with a private company, it may not be able to satisfy such liabilities as are incurred.



If Sino's management pursues one or more combination opportunities beyond the preliminary negotiations stage and those negotiations are subsequently terminated, it is foreseeable that such efforts will exhaust Sino's ability to continue to seek such combination opportunities before any successful combination can be consummated.  In that event, Sino's common stock would become worthless and holders of Sino's common stock would receive a nominal distribution, if any, upon the Sino's liquidation and dissolution.



Combination Suitability Standards



In its pursuit for a combination partner, Sino's management intends to consider only combination candidates that are profitable or which, in management's view, have growth potential.  Sino's management does not intend to pursue any combination proposal beyond the preliminary negotiation stage with any combination candidate that does not furnish the Company with certain financial information, or is in a position to provide such financial information in a timely manner. Sino will, if necessary funds are available, engage attorneys and/or accountants in its efforts to







investigate a combination candidate and to consummate a business combination.  Sino may require payment of fees by such combination candidate to fund the investigation of such candidate.



Sino's limited financial resources may make the acquisition of financial and other material information about a potential combination candidate difficult or even impossible to obtain and, thus, there can be no assurance that Sino will have sufficient funds to obtain such reports or information when considering combination proposals or candidates.



Until it successfully completes a business combination, Sino does not expect a significant change in its number of employees and does not expect to purchase any significant equipment or otherwise take actions to prepare to become active.  Sino expects to perform no product research or development in connection with its plan of operation, except to the extent the above-referenced information is sought from potential business combination candidates.



The Company has been attempting to locate a merger candidate.  The Company has been negotiating with an operating entity regarding a possible Share Exchange Agreement in which the operating entity would acquire control.  If a Share Exchange Agreement is executed, the Company will file the Agreement along with the appropriate financials on Form 8-K.





RESULTS OF OPERATIONS



Sino has not transacted any business for the quarter ended June 30, 2008.



LIQUIDITY AND CAPITAL RESOURCES



Sino had cash of $500 as of June 30, 2008, and had negative working capital of $24,275 as of June 30, 2008.



Sino has not attained profitable operations and is dependent upon obtaining financing to pursue operations.  The company does not have any external sources of liquidity such as a bank line of credit.





RISK FACTORS



Our continued existence will be subject to a number of risks and uncertainties, including those set forth below:



We will require significant additional financing, the availability of which cannot be assured.



If we are unable to obtain additional financing to enable us to locate a viable business operation to engage in, or if we are unable to locate an operating merger or acquisition candidate, we will not be able to earn profits or begin operations.



There is no history upon which to base any assumption as to the likelihood that we will prove successful in locating an acquisition or merger candidate, and there is no assurance that we will be able to generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, the business will most likely fail.



If a market for our common stock does not develop, stockholders may be unable to sell their shares.



There is currently a limited market for our common stock, which trades on the Pink Sheets and the OTC Bulletin Board under the symbol “SINB”.  Trading of stock on the Pink Sheets and the OTC Bulletin Board is frequently thin and highly volatile.  There is no assurance that a market will develop in the stock, in which case it will be difficult for stockholders to sell their stock.



Penny stock rules will limit the ability of our stockholders to sell their stock.



The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.



NASD sales practice requirements may also limit a stockholder's ability to buy and sell our stock.



In addition to the "penny stock" rules described above, the NASD (National Association of Securities Dealers Inc.) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.



As common shares become eligible for sale, their sale could depress the market price of our stock



Sales of a significant number of shares of our Common Stock in the public market following a possible merger or related transactions could harm the market price of our Common Stock. Moreover, as additional shares of our Common Stock become available for resale in the public market pursuant to the registration of the sale of the shares, and otherwise, the supply of our Common Stock may be offered from time to time in the open market pursuant to Rule 144, and these sales may have a depressive effect on the market for the shares of Common Stock. In general, a person who has held restricted shares for a period of one year may, upon filing with the SEC a notification on Form 144, sell into the market Common Stock in an amount equal to the greater of one percent of the outstanding shares or the average weekly number of shares sold in the last four weeks prior to such sale. Such sales may be repeated once each three months, and any of the restricted shares may be sold by a non-affiliate after they have been held two years.



We do not anticipate paying dividends in the foreseeable future, and the lack of dividends may have a negative effect on the stock price



We have never declared or paid any cash dividends or distributions on our Common Stock. We currently intend to retain our future earnings to support operations and to finance expansion and, therefore, do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.



Item 3. Controls and Procedures



As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures as of the end of the period covered by this quarterly report, being June 30, 2008. This evaluation was carried out under the supervision and with the participation of our company's sole officer and director. Based upon that evaluation, our president and sole officer concluded that our company's disclosure controls and procedures are effective. There have been no significant changes in our company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation.



Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Exchange Act is accumulated and communicated to management, including our company's president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure.



There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) during the period ended June 30, 2008, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.











Part II - OTHER INFORMATION



Item 1. Legal Proceedings.



Sino is not currently a party to any legal proceedings.



Item 2. Changes in Securities.



None.



Item 3. Defaults Upon Senior Securities.



None.



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



None.



Item 5. Other Information.



None.



Item 6. Exhibits and Reports on Form 8-K.



(a)  Exhibits



Exhibit

Number

Description



|              |                                                                                                                        |         
|------------- | ---------------------------------------------------------------------------------------------------------------------- | --------
|              |                                                                                                                        |         
|ExhibitNumber | Description                                                                                                            |         
|31            | Certification pursuant to Section 301 of the Sarbanes-Oxley Act of 2002                                                | Included
|              |                                                                                                                        |         
|32            | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Included
|              |                                                                                                                        |         



(b)  Reports on Form 8-K

Form 8-K filed on the 3rd day of April, 2008





















SIGNATURES



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



Date: July 14, 2008



By:

/s/  David Lennox

David Lennox, President, Chief Executive Officer, Chief Operations Officer

(Principal Executive Officer), Sole Director







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

|                  |                                                                                                           |              
|----------------- | --------------------------------------------------------------------------------------------------------- | -------------
|                  |                                                                                                           |              
|Signature         | Title                                                                                                     | Date         
|                  |                                                                                                           |              
|/s/  David Lennox | President, Chief Executive Officer, Chief Operations Officer (Principal Executive Officer), Sole Director | July 14, 2008

















Index to Exhibits

|              |                                                                                                                        |         
|------------- | ---------------------------------------------------------------------------------------------------------------------- | --------
|              |                                                                                                                        |         
|ExhibitNumber | Description                                                                                                            |         
|31            | Certification pursuant to Section 301 of the Sarbanes-Oxley Act of 2002                                                | Included
|              |                                                                                                                        |         
|32            | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Included
|              |                                                                                                                        |         
|(b)           | Reports on Form 8-K                                                                                                    |         
|              | Form 8-K filed on the 3rd day of April, 2008                                                                           | Filed