UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X] ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES  EXCHANGE
ACT OF 1934

                   For the fiscal year ended December 31, 2004

[ ]  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 333-99101

                              BODISEN BIOTECH, INC.
                 (Name of small business issuer in its charter)

               Delaware                                  98-0381367
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

North Part of Xinquia Road, Yang Ling
Agricultural High-Tech Industries
Demonstration Zone, Yang Ling, People's Republic of China       712100
---------------------------------------------------------   ---------------
(Address of principal executive offices)                      (Zip Code)

Issuer's telephone number 86-29-87074957

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act, during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ].

The registrant's revenues from continuing operations for the year ended December
31, 2004 were $16,225,896.

As of December 30, 2004, the aggregate market value of the common stock held by
non-affiliates computed by reference to the average bid and asked prices of such
stock was $46,023,719.

As of March 18, 2005, the registrant had 15,268,000 shares of common stock, par
value $.0001 per share, outstanding.


                                       1
<PAGE>
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                                                            <C>
Forward-Looking Statements......................................................................................3

Part I
Item 1        Description of Business...........................................................................3
Item 2        Description of Property...........................................................................9
Item 3        Legal Proceedings.................................................................................9
Item 4        Submission of Matters to a Vote of Security Holders...............................................9

Part II
Item 5        Market for Common Equity, Related Stockholder Matters.............................................9
Item 6        Management's Discussion and Analysis or Plan of Operation.........................................12
Item 7        Financial Statements..............................................................................17
Item 8        Changes in and Disagreements with Accountants on Accounting and Financial
              Disclosure........................................................................................17
Item 8A       Controls and Procedures...........................................................................17
Item 8B       Other Information.................................................................................18

Part III
Item 9        Directors, Executive Officers, Promoters and Control Persons; Compliance with
              Section 16(a) of the Exchange Act.................................................................18
Item 10       Executive Compensation............................................................................21
Item 11       Security Ownership of Certain Beneficial Owners and Management....................................22
Item 12       Certain Relationships and Related Transactions....................................................24
Item 13       Exhibits..........................................................................................24
Item 14       Principal Accountant Fees and Services............................................................25

Signatures    ..................................................................................................26
</TABLE>

                                       2
<PAGE>
Forward-Looking Statements

     Statements in this Form 10-KSB report may be  "forward-looking  statements"
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
Forward-looking  statements  include,  but are not limited to,  statements  that
express our intentions,  beliefs, expectations,  strategies,  predictions or any
other  statements  relating to our future  activities  or other future events or
conditions.  These statements are based on current  expectations,  estimates and
projections   about  our  business  based,  in  part,  on  assumptions  made  by
management.  These  statements  are not  guarantees  of future  performance  and
involve  risks,  uncertainties  and  assumptions  that are difficult to predict.
Therefore, actual outcomes and results may, and probably will, differ materially
from what is expressed or forecasted in the  forward-looking  statements  due to
numerous factors, including those described above and those risks discussed from
time to time in this Form 10-KSB report,  and in other  documents  which we file
with the Securities and Exchange Commission.  In addition, such statements could
be  affected  by risks and  uncertainties  related to our  financial  condition,
factors which affect the organic fertilizer and pesticide  industry,  market and
customer acceptance,  competition,  government  regulations and requirements and
pricing, as well as general industry and market conditions and growth rates, and
general economic conditions. Any forward-looking statements speak only as of the
date on which they are made,  and we do not undertake  any  obligation to update
any forward-looking  statement to reflect events or circumstances after the date
of this Form 10-KSB.

                                     PART I

Item 1. Description of Business.

Introduction and Background

     Bodisen  Biotech,  Inc.  ("Bodisen") is incorporated  under the laws of the
State of  Delaware.  Bodisen's  sole  operating  subsidiary,  Yang Ling  Bodisen
Biology Science and Technology  Development  Company Limited ("Yang Ling"),  was
founded  in  the  People's   Republic  of  China  on  August  31,  2001  and  is
headquartered in the Shaanxi Province,  People's Republic of China. Yang Ling is
primarily  engaged  in the  business  of  manufacturing  and  marketing  organic
fertilizers  and pesticides to 20  agricultural  provinces of China.  We produce
numerous proprietary product lines, from pesticides to crop specific fertilizer.
These products are then marketed and sold to farmers  throughout 20 provinces of
China. We conduct research and development to further improve existing  products
and develop new formulas and products.

     Prior  to  March  1,  2004,  Bodisen  was  known  as  Stratabid.com,   Inc.
("Stratabid").  We  were a  startup  stage  Internet-based  commercial  mortgage
origination business. We operated primarily through our wholly-owned subsidiary,
Stratabid.com Online (B.C.) Ltd. ("Strataid.com Online") which provided services
throughout  Canada.  On  January  14,  2004,  Stratabid  created a  wholly-owned
corporation,  Bodisen Holdings, Inc., a Delaware corporation ("BHI") to pursue a
merger with Bodisen International,  Inc., a Delaware corporation ("BII") and the
parent of Yang Ling. On February 11, 2004,  Stratabid  entered into an Agreement
and Plan of Merger with BHI, BII and the shareholders of BII,  providing for the
merger of BII into BHI, with BHI being the surviving entity.  Under the terms of
the merger agreement,  Stratabid acquired 100 percent of BII's stock in exchange
for the issuance by Stratabid of three million shares of its common stock to the
holders  of BII.  The new  shares  constituted  approximately  66 percent of the
outstanding shares of Stratabid.  The transactions provided for in the Agreement
and Plan of Merger closed on February 24, 2004. On February 25, 2004,  Stratabid
sold Stratabid.com  Online to Derrek Wasson,  Stratabid's former Chief Executive
Officer. On March 1, 2004,  Stratabid changed its name from Stratabid.com,  Inc.
to Bodisen Biotech, Inc.

                                       3
<PAGE>
Industry Overview

     The organic fertilizer business in China is still in its infancy.  Compared
with traditional chemical fertilizer,  organic fertilizer is composed of natural
nutritional elements that enhance soil quality to increase crop yields,  without
the chemical side effect of harming soil  fertility.  In relation to traditional
compound   chemical   fertilizer,   organic  compound   fertilizer   accelerates
reproduction of soil microbes to improve soil quality through the  decomposition
of organic material. This microbe enhanced soil improves the soil's retention of
nitrogen.  Moreover,  this  application can activate  dormant soil by increasing
soil nitrites and moisture content that otherwise is not enhanced by traditional
chemical fertilizers.  This process controls the release of nutritional elements
that enhances the quality, quantity and health of crops. As a result of years of
intensive  farming,  China's  soil  quality  is low  compared  to  international
standards;  therefore, it has been widely recognized that organic fertilizer can
be more  effective  than  traditional  chemical  fertilizer in  stabilizing  and
enhancing  soil  quality.  Based  on these  facts,  and the  fact  that  organic
fertilizer can be widely utilized,  the market for organic fertilizer is rapidly
growing and the use of organic fertilizer has become popular throughout China.

Products

     We maintain over 60 packaged products, which are broken down into 3 product
line categories:

     Organic Compound Fertilizer

          Tests  conducted  by us with local area  farmers in Shaanxi  have been
     found to increase  yields within one planting  season in a variety of crops
     including,  wheat,  maize,  tobacco and various  vegetable and fruit crops.
     (See the  "Marketing"  description  below.)  Plants  tend to easily  absorb
     organic  fertilizer  without the side effects  found in synthetic  chemical
     fertilizer   products.   In  addition,   the  organic  process  strengthens
     photosynthesis,  which  improves the overall health of a plant in resisting
     drought and disease. The International  Organization for Standardization or
     ISO has qualified our organic compound fertilizer products.

     Liquid Fertilizer

          We have developed a series of liquid  fertilizers  that can be applied
     to  grapes,  pears,  cucumbers,   potatoes,  watermelon,  apples,  oranges,
     asparagus,  garlic and  strawberries.  By applying liquid fertilizer during
     the early stages of a plant's  development,  plants absorb the key elements
     and nutrients of the fertilizer, which strengthen photosynthesis, improving
     the overall health of the plant and making it more resistant to disease. In
     addition,  liquid  fertilizer  heightens the color and luster of fruits and
     vegetables and the overall quality of the end product.

                                       4
<PAGE>
     Pesticides and Insecticides

          Our pesticide and  insecticide  products can be applied to fruit trees
     and vegetable  crops and help  eliminate  harmful pests that reduce overall
     crop  yields.  A sample  of the  pests  that  bring  harm to crops in China
     include:  the peach fruit fly,  white aphid,  red aphid,  red mite,  cotton
     bollworm,  maize mite, cabbage butterfly,  leaf acaroids,  pear mite, grain
     worm, wheat moth, and the millet fly.

     All of our products are  mass-produced  and  distributed to the wholesalers
and  distribution  centers  in the 20  provinces  in which we do  business.  The
organic compound  fertilizer and liquid  fertilizer are used mainly in the first
half of each year.  The busy  periods of the farmers  from south China and north
China are different,  so the seasonal sales of the organic  compound  fertilizer
and liquid fertilizer vary. With regards to pesticide,  the busy period for this
product is from April to August of each year. Our wholesalers  sell the products
to the farmers directly.

Marketing

     All three of our product lines are sold  directly to the farming  community
in rural areas or wholesalers through our distribution network. The distribution
network consists of 12 branches with each branch consisting of five sales teams,
with each team being responsible for an assigned territory.

     Since our inception, the "Bodisen" brand has been aggressively marketed and
promoted,  through trade fairs, conventions and the print media. We also promote
our product lines through  television and radio advertising in China.  Since the
end-user for our products is the local farmer, we utilize  educational  seminars
to  promote  products  directly  to  farmers.  These  educational  seminars  are
conducted locally in China and explain the advantages of organic fertilizers and
how they may be used to enhance  crop  yields.  We market  directly  to farmers,
which allows us to collect feedback to help in preparing and designing  products
based on the needs of the farmers.  Included in this process is the distribution
of free samples that attract attention and increase brand awareness.

     The free samples are made  available to allow  farmers the  opportunity  to
test the product and compare it to other fertilizer products.  After the farmers
participate  in this test,  we announce  and promote the results to  surrounding
towns in the test zone.  The cost of this is not material and is often offset by
new sales in that test  zone.  The  objective  of this  test is to  compare  our
products with the similar products of competitors.

     The primary task for sales and marketing is to  strengthen  the home market
in the Shaanxi  province and expand the market outside the Shaanxi province into
new  districts  where  our  products  are not well  established.  We will try to
accomplish this through  traditional  means,  which utilize market strategies of
price control and the franchising of distribution to wholesalers.

     We intend to increase  marketing in regions where our products are not well
known. In addition,  we will promote our products through national newspapers in
China explaining the advantages of the high-tech nature of its  environmental or
"green" product lines. In order to enter the untapped  markets of western China,
we will explore  selling  exclusive  franchise  opportunities  to new  wholesale
agents.

                                       5
<PAGE>
Sources and Availability of Raw Materials (Vendors)

     There are numerous  suppliers  and vendors of raw  materials in the Shaanxi
Province  of China  from  which  we can  choose  in  satisfying  our  production
requirements. We have no contracts with trade vendors and conduct business on an
order-by-order  basis,  a practice  that is typical  throughout  the industry in
China. We believe that we have very good relations with the agricultural  vendor
community.

Customers

     All orders for our products are  informal and are  indications  of interest
which can be canceled by the customers at anytime and for any reason.  In China,
orders of indication  are the norm, and are based on the goodwill of a company's
relationships  with its  customers.  All orders that we sign with  customers are
informal  indications  of  interest  and there are no  written  or verbal  sales
contracts with its customers.  Signed orders on file with us will be filled on a
first come-first served basis, as the product is manufactured and distributed.

Intellectual Property

     We own a  trademark  on the  "BODISEN"  name,  which  is  used  on all  our
products.  BODISEN is also a recognized  trade name in the provinces in China in
which we conduct business.

     We hold no patents  and have not  applied  for  patents on our  proprietary
technology or formulas because we believe  application for such patents in China
would result in public  knowledge of our  proprietary  technology  and formulas,
which would be detrimental to our future well-being. Only certain key executives
of ours have knowledge of such proprietary technology and formulas.

Research and Development

     Our research and  development  team consists of four  professionals,  which
perform administrative and ministerial  functions.  Much of our research work is
done in close  cooperation with  universities and research labs in the Yang Ling
and Xian  metropolitan  areas and the cost of such  research work is incurred by
such universities and research labs and not by us.

     In 2005, we plan to spend $130,000 on research and development,  a majority
of which is dedicated to current experiments to develop new products.

Current Research and Development Projects

     The following  projects are ongoing from 2004 and are  currently  scheduled
for completion in 2006:

                                       6
<PAGE>
     Project Ion

     Project  Ion is the study of metal  ions,  copper,  zinc and  manganese  in
combination with silver positive ions to control and remove crop disease brought
about by fungus.  We are trying to determine if the  combination  of these metal
ions will  prohibit  the release of an  intrusive  enzyme from fungus that kills
crops in China.

     Project Fly

     Project Fly is the  development of a protein  abstract from a common fly to
develop bacteria-based  pesticides,  which may have a better effect on a plant's
resistance to insects.  This project seeks to isolate a series of  anti-bacteria
peptides from the proteins of a common fly. This kind of  anti-bacteria  peptide
could effectively  control many pathogens which may prove better than pesticides
currently available.

     Project Amino Acid

     Project  Amino Acid is a program that was developed to build a new compound
fertilizer product, based on a proactive amino acid enzyme.

     Project Build

     Project  Build  utilizes  a  technique  for the  manufacturing  of  organic
compound  fertilizer,  which could  enhance  the  quality of organic  fertilizer
products.

Governmental and Environmental Regulation

     Through  the laws and  regulation  of the  People's  Republic  of China and
Shaanxi Provincial government, our products and services are subject to material
regulation by governmental  agencies  responsible for the Agricultural  Industry
and through the  government  district where we are  headquartered.  Business and
company registrations, along with our products, are certified on a regular basis
and must be in compliance with the laws and regulations of the state governments
and industry  agencies,  which are controlled and monitored through the issuance
of  licenses.  To  date,  we have  been  compliant  with all  registrations  and
requirements  for the issuance and  maintenance of all licenses  required by the
governing  bodies.  As of March 18,  2005,  all  license  fees and  filings  are
current. These licenses include:

     Production of Organic Compound Fertilizer License

          Authorized by the Shaanxi Soil and Fertilizer Institution.  After June
     2004,  this  production  license was  transferred  to a Production  License
     authorized by Ministry of Agriculture, People's Republic of China.

     Certificate for Pesticide Registration

          Pesticide  registration  is  required  for the  production  of  liquid
     fertilizer  and issued by Ministry  of  Agriculture,  People's  Republic of
     China.

                                       7
<PAGE>
     Production Standard

          We are  registered  with Bureau of Quality  Controls  and  Technology,
     Shaanxi Provincial Government, Xi'an.

     There is no prohibitive  cost in obtaining and maintaining  these licenses,
and it is illegal to do business without these licenses. Since it is an accepted
business  practice to operate within the regulations of the issued license,  the
issuance  of the  license  is  considered  a cost of  doing  business  and  fees
associated with this are minimal.  If we were to lose any of these licenses,  we
would  only have a limited  time to  reapply  for such  licenses  and would face
possible  regulatory fines. We are not subject to any environmental  controls or
restrictions  that require the outlay of capital or the obtaining of a permit in
order to engage in business operations.

Competition

     The  compound   fertilizer   industry  is  largely   fragmented  with  most
competitors operating small regional factories, serving local requirements. Most
companies in this industry in China do not promote their products  through brand
name recognition.

     We have not yet  identified any  competition  in the Shaanxi  province that
operates in all three segments  (compound,  liquid and pesticide) of the organic
fertilizer  business.  Our nearest  competitor is Tian Bang Shaanxi.  We believe
that the only international  company operating in China which is a competitor to
us is DuPont.  We compete and sell our products in twenty  provinces  throughout
China.

Employees

     As of  December  31,  2004,  we  employed  a total  of 487  employees  on a
full-time basis, 22 of which are clerical, 391 of which are in operations, 10 in
accounting,  30 of which are sales and marketing, 30 of which are administrative
and 4 of which are  research  and  development.  As of December  31,  2004,  the
company had no part-time employees.

Reports to Security Holders

     This annual report,  including the exhibits and schedules  filed as part of
the annual report, may be inspected at the public reference facility  maintained
by the Securities and Exchange  Commission  ("SEC") at its Public Reference Room
at 450 Fifth  Street,  NW,  Washington,  DC 20549 and  copies of all or any part
thereof may be obtained  from that office upon payment of the  prescribed  fees.
You may call the SEC at 1-800-SEC-0330 for further  information on the operation
of the public  reference  room and you can request  copies of the documents upon
payment  of a  duplicating  fee,  by writing to the SEC.  In  addition,  the SEC
maintains a website that contains reports,  proxy and information statements and
other information regarding registrants,  including us, that file electronically
with the SEC which can be accessed at www.sec.gov.

     The Company also makes its periodic and current reports available,  free of
charge, on its website, www.bodisen.com, as soon as reasonably practicable after
such material is electronically filed with the SEC. Information available on our
website  is not a part of,  and should not be  incorporated  into,  this  annual
report on Form 10-KSB.

                                       8
<PAGE>
Item 2. Description of Property.

     Our principal  executive offices are located at North Part of Xinquia Road,
Yang Ling  Agricultural  High-Tech  Industries  Demonstration  Zone  Yang  Ling,
Shaanxi province, People's Republic of China, 712100 and our telephone number is
86-29-87074957.  We own two factories,  which include three production lines, an
office  building,  one  warehouse,  and two  research  labs which are located on
10,900  square meters of land.  The rent of the office  building is $121 a month
from May 20, 2004 through May 20,  2005.  We also lease a warehouse in Yang Ling
near the site of our factories. This warehouse is 300 square meters in area. The
rent of the  warehouse is $194 a month from  January  2005 through May 2005.  We
completed a new 609,840 square foot manufacturing facility on March 15, 2005 and
we believe that our owned and leased  property is sufficient for our current and
immediately foreseeable operating needs.

Item 3. Legal Proceedings.

     From time to time,  we may become  involved in various  lawsuits  and legal
proceedings which arise in the ordinary course of business.  However, litigation
is subject to inherent  uncertainties,  and an adverse  result in these or other
matters may arise from time to time that may harm our business. We are currently
not aware of any such legal  proceedings  or claims  that we believe  will have,
individually  or in the  aggregate,  a material  adverse affect on our business,
financial condition or operating results.

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

     None.

                                    PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

Market for Common Equity

     Our common stock trades on the NASD  Over-The-Counter  Bulletin Board under
the symbol "BBOI.OB".  The  Over-The-Counter  Bulletin Board is sponsored by the
National  Association of Securities  Dealers (NASD) and is a network of security
dealers who buy and sell stocks.

     For the periods indicated,  the following table sets forth the high and low
bid  prices  per share of common  stock.  These  prices  represent  inter-dealer
quotations  without  retail  markup,   markdown,   or  commission  and  may  not
necessarily represent actual transactions.

                                       9
<PAGE>
      Period                                Low($)                High($)

      2004
      Fourth Quarter                        5.60                  7.31

      2004
      Third Quarter                         6.10                  8.60

      2004
      Second Quarter                        4.40                  7.62

      2004
      First Quarter (1)                      .25                 13.90

     (1)  We effected a 4:1 forward split on March 3, 2004.

     As of January 1, 2005,  management  believes there to be  approximately  85
holders of record of our common stock.

     Bodisen  is a  legal  entity  separate  and  distinct  from  its  operating
subsidiary,  Yang Ling, which is an indirect wholly-owed  subsidiary of Bodisen.
Bodisen's  revenues (on a parent  company only basis) would be derived  entirely
from  dividends  paid to Bodisen by Yang Ling.  The  Chinese  government  exerts
significant  influence  over the economy of the Peoples  Republic of China,  and
there  may  be  regulatory   restrictions   on  Yang  Ling's   ability  to  make
distributions  of  cash  to  Bodisen.   Further,   the  right  of  Bodisen,  and
consequently the right of creditors and shareholders of Bodisen,  to participate
in any  distribution  of the assets or earnings of Yang Ling through the payment
of such  dividends or otherwise  is  necessarily  subject to the prior claims of
creditors  of Yang  Ling,  except to the  extent  that  claims of Bodisen in its
capacity as a creditor may be recognized.  We have not paid any dividends on our
common stock, nor do we currently intend to pay dividends in the future.

Recent Sales of Unregistered Securities

     On February 24, 2004,  the Company  issued 3.0 million shares of its Common
Stock to the shareholders of Bodisen International, Inc., in connection with the
acquisition  of the  Company's  current  sole  operating  subsidiary,  Yang Ling
Bodisen Biology Science and Technology  Development Company Limited. See Item 1,
"Description of Business,  Introduction  and  Background,"  above.  The sale was
effective pursuant to a private placement under Section 4(2) and/or Regulation D
of the Securities Act of 1933, as amended.

     On March 16,  2005,  pursuant to a private  placement  under  Section  4(2)
and/or  Regulation  D of the  Securities  Act of 1933,  as amended,  the Company
received $3.0 million and issued (i) a one year 9%  convertible  debenture at an
initial  conversion  price of  $4.80  per  share of  common  stock  (subject  to
adjustment in the event of certain dilutive stocks issues) and (ii) a three year
warrant to purchase  187,500  shares of common stock  convertible  at an initial
price of $4.80 per share (subject to adjustment in the event of certain dilutive
stock  issues).  In  connection  with the offering,  the Company  entered into a
registration   rights   agreement  with  the  investor  and  agreed  to  file  a
registration   statement   with   the   Securities   and   Exchange   Commission
("Commission")  for the resale of the common stock  issuable upon  conversion of
the debenture and the exercise of the warrant within forty five (45) days of the
closing date.

                                       10
<PAGE>
     Pursuant to the Company's  Stock Option Plan, the Company  granted  110,000
stock  options to David Gatton and Patrick  McManus in 2004,  each a director of
the Company.  Messrs.  Gatton and McManus were each granted 50,000 stock options
on June 4, 2004, 25,000 vested  immediately and the remaining 25,000 vest over 8
equal quarterly  installments,  where the first installment vested at the end of
the second quarter 2004. In addition to the 50,000 options,  Messrs.  Gatton and
McManus  were each  granted  5,000  options on December 28, 2004 which vested on
December 31, 2004.  The option  exercise  price was $5.00 for the first  100,000
stock options,  which was the same as the market price of the shares at the time
of granting of the options.  The option  exercise price was $5.80 for the second
10,000  stock  options,  which was the same as the market price of the shares at
the time of granting of the options.
<TABLE>
<CAPTION>
                                        Equity Compensation Plan Information

    Plan category              Number of securities to be    Weighted-average      Number of securities remaining
                                 issued upon exercise of     exercise price of      available for future issuance
                                  outstanding options,     outstanding options,    under equity compensation plans
                                   warrants and rights      warrants and rights  (excluding securities reflected in
                                           (a)                      (b)                      column (a)
                                                                                                 (c)

<S>                                    <C>                   <C>                       <C>
Equity compensation plans                  N/A                      N/A                          N/A
approved by security holders

Equity compensation plans not            110,000                   $1.92                       890,000
approved by security holders

Total                                    110,000                                               890,000

</TABLE>
Item 6. Management's Discussion and Analysis or Plan of Operation.

     Some  of the  information  in this  Form  10-KSB  contains  forward-looking
statements that involve  substantial risks and  uncertainties.  You can identify
these  statements  by  forward-looking  words such as "may,"  "will,"  "expect,"
"anticipate," "believe," "estimate" and "continue," or similar words. You should
read statements that contain these words carefully because they:

     o    discuss our future expectations;
     o    contain  projections  of our future  results of  operations  or of our
          financial condition; and
     o    state other "forward-looking" information.

                                       12
<PAGE>
     We believe it is important to communicate our expectations.  However, there
may be events in the future that we are not able to  accurately  predict or over
which we have no control.  Our actual  results and the timing of certain  events
could  differ  materially  from  those  anticipated  in  these   forward-looking
statements  as a result of  certain  factors,  including  those set forth in our
filings with the Securities and Exchange Commission.

Overview

     We are  incorporated  under  the  laws of the  state  of  Delaware  and are
headquartered in the Shaanxi Province,  People's Republic of China. We engage in
the business of  manufacturing  and  marketing a brand of organic  fertilizer in
China. We produce numerous  proprietary  product lines,  from pesticides to crop
specific  fertilizer.  These  products  are then  marketed  and sold to  farmers
throughout  the 20 provinces of China.  We conduct  research and  development to
further  improve  existing  products  and develop  new  formulas  and  products.

Significant Accounting Policies

Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires us 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 revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Accounts Receivable

     We maintain reserves for potential credit losses on accounts receivable. We
review the composition of accounts  receivable and analyze historical bad debts,
customer concentrations, customer credit worthiness, current economic trends and
changes in customer payment patterns to evaluate the adequacy of these reserves.
Reserves are recorded primarily on a specific identification basis.

Inventories

     Inventories  are  valued at the  lower of cost  (determined  on a  weighted
average  basis) or market.  We compare the cost of  inventories  with the market
value and  allowance  is made for writing down the  inventories  to their market
value, if lower.

Property & Equipment

     Property and equipment are stated at cost. Expenditures for maintenance and
repairs are charged to earnings as incurred; additions, renewals and betterments
are capitalized.  When property and equipment are retired or otherwise  disposed
of,  the  related  cost  and  accumulated  depreciation  are  removed  from  the
respective   accounts,   and  any  gain  or  loss  is  included  in  operations.
Depreciation  of property  and  equipment  is provided  using the  straight-line
method  for  substantially  all  assets  with  estimated  lives of: 30 years for
building,  10 years for machinery,  5 years for office equipment and 8 years for
vehicles.

                                       13
<PAGE>
Intangible Assets

     Intangible assets consist of rights to use land and proprietary  technology
rights to fertilizers. We evaluate intangible assets for impairment, at least on
an annual basis and whenever  events or changes in  circumstances  indicate that
the carrying value may not be recoverable  from its estimated future cash flows.
Recoverability  of intangible  assets,  other long-lived assets and, goodwill is
measured by comparing their net book value to the related projected undiscounted
cash flows from these  assets,  considering a number of factors  including  past
operating  results,  budgets,  economic  projections,  market trends and product
development  cycles.  If the net book  value of the asset  exceeds  the  related
undiscounted cash flows, the asset is considered impaired,  and a second test is
performed to measure the amount of  impairment  loss.  Potential  impairment  of
goodwill after July 1, 2002 is being  evaluated in accordance with SFAS No. 142.
The SFAS No.  142 is  applicable  to the  financial  statements  of the  Company
beginning July 1, 2002.

Revenue Recognition

     Our revenue  recognition  policies are in compliance with Staff  accounting
bulletin  (SAB) 104.  Sales  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,  no other  significant  obligations  by us exist and
collectibility  is  reasonably  assured.  Payments  received  before  all of the
relevant criteria for revenue recognition are satisfied are recorded as unearned
revenue.

Stock-based Compensation

     In October 1995, the FASB issued SFAS No. 123,  "Accounting for Stock-Based
Compensation".  SFAS No. 123 prescribes  accounting and reporting  standards for
all stock-based compensation plans, including employee stock options, restricted
stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123
requires compensation expense to be recorded (i) using the new fair value method
or (ii) using the existing accounting rules prescribed by Accounting  Principles
Board Opinion No. 25,  "Accounting  for stock issued to employees"  (APB 25) and
related interpretations with proforma disclosure of what net income and earnings
per share would have been had we adopted the new fair value  method.  We use the
intrinsic  value method  prescribed by APB 25 and have opted for the  disclosure
provisions of SFAS No. 123.

Income Taxes

     We utilize SFAS No. 109,  "Accounting for Income Taxes," which requires the
recognition of deferred tax assets and  liabilities  for the expected future tax
consequences  of events that have been included in the  financial  statements or
tax returns. Under this method, deferred income taxes are recognized for the tax
consequences in future years of differences  between the tax bases of assets and
liabilities  and their financial  reporting  amounts at each period end based on
enacted tax laws and statutory tax rates  applicable to the periods in which the
differences  are expected to affect  taxable  income.  Valuation  allowances are
established,  when  necessary,  to reduce  deferred  tax  assets  to the  amount
expected to be realized.

                                       14
<PAGE>
     According to the Provisional  Regulations of the People's Republic of China
on Income Tax, the Document of  Reductions  and  Exemptions of Income Tax for us
have been approved by the local tax bureau and the Management Regulation of Yang
Ling Agricultural High-Tech Industries  Demonstration Zone. We are exempted from
income tax in our first two years of operations.

Foreign Currency  Transactions and Comprehensive Income (Loss)

     Accounting principles generally require that recognized revenue,  expenses,
gains and losses be included in net income. Certain statements, however, require
entities to report specific changes in assets and  liabilities,  such as gain or
loss on foreign  currency  translation,  as a separate  component  of the equity
section of the balance sheet. Such items,  along with net income, are components
of comprehensive income. Our transactions occur in Chinese Renminbi. The unit of
Renminbi is in Yuan.

Recent Accounting Pronouncements

     In November 2004,  the FASB has issued FASB  Statement No. 151,  "Inventory
Costs,  an Amendment of ARB No. 43,  Chapter 4" ("FAS No. 151").  The amendments
made by FAS No. 151 are intended to improve  financial  reporting by  clarifying
that abnormal  amounts of idle facility  expense,  freight,  handling costs, and
wasted materials  (spoilage) should be recognized as current-period  charges and
by requiring the allocation of fixed production  overheads to inventory based on
the normal capacity of the production facilities.

     The guidance is effective for inventory  costs incurred during fiscal years
beginning  after June 15, 2005.  Earlier  application is permitted for inventory
costs  incurred  during  fiscal years  beginning  after  November 23, 2004.  The
provisions  of FAS No. 151 will be applied  prospectively.  The Company does not
expect the adoption of FAS No. 151 to have a material impact on its consolidated
financial position, results of operations or cash flows.

     In December  2004,  the FASB issued FASB  Statement No. 123R,  "Share-Based
Payment,  an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R
requires  companies to recognize in the statement of operations  the grant- date
fair  value of stock  options  and  other  equity-based  compensation  issued to
employees.  FAS No. 123R is effective  beginning in the Company's second quarter
of fiscal  2005.  The  Company is in process  of  evaluating  the impact of this
pronouncements on its consolidated financial position,  results of operations or
cash flows.

     In December  2004,  the FASB issued SFAS  Statement No. 153,  "Exchanges of
Nonmonetary  Assets."  The  Statement  is an  amendment of APB Opinion No. 29 to
eliminate the exception for nonmonetary  exchanges of similar  productive assets
and replaces it with a general  exception  for exchanges of  nonmonetary  assets
that do not have commercial substance. The Company believes that the adoption of
this standard will have no material impact on its financial statements.

                                       15
<PAGE>

     In March 2004, the Emerging Issues Task Force ("EITF")  reached a consensus
on Issue No.  03-1,  "The  Meaning of  Other-Than-Temporary  Impairment  and its
Application  to Certain  Investments."  The EITF  reached a consensus  about the
criteria  that should be used to  determine  when an  investment  is  considered
impaired,  whether that impairment is other-than-temporary,  and the measurement
of an  impairment  loss and how that criteria  should be applied to  investments
accounted for under SFAS No. 115, "ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND
EQUITY   SECURITIES."  EITF  03-01  also  included   accounting   considerations
subsequent to the recognition of an other-than-temporary impairment and requires
certain  disclosures  about  unrealized  losses that have not been recognized as
other-than-temporary   impairments.   Additionally,   EITF  03-01  includes  new
disclosure  requirements  for  investments  that are  deemed  to be  temporarily
impaired.  In September  2004, the Financial  Accounting  Standards Board (FASB)
delayed  the  accounting  provisions  of  EITF  03-01;  however  the  disclosure
requirements remain effective for annual reports ending after June 15, 2004. The
Company will evaluate the impact of EITF 03-01 once final guidance is issued.

Twelve Months Ended  December 31, 2004 Compared To Twelve Months Ended  December
31, 2003

     Revenue.  The  Company  generated  revenues of  $16,225,896  for the twelve
months ended December 31, 2004, an increase of $6,442,112 or 65.84%, compared to
$9,783,784  for the twelve months ended December 31, 2003. The growth in revenue
was  primarily  attributable  to the  increase  in  customer  base  through  the
implementation of the strategy to franchise wholesale  distribution to provinces
outside of Shaanxi and the building of the Bodisen brand name.

     Gross profit.  The Company  achieved a gross profit of  $6,571,931  for the
twelve  months ended  December 31, 2004,  an increase of  $3,494,229  or 113.5%,
compared to  $3,077,702  for the twelve  months ended  December 31, 2003.  Gross
margin, as a percentage of revenues, increased from 31.46% for the twelve months
ended December 31, 2003, to 40.5% for the twelve months ended December 31, 2004.
The increase in gross margin was  attributable to the average 10% price increase
for the  compound  fertilizer  line of products  which  constitute  60% of total
sales.

     Operating  expenses.  The Company incurred operating expenses of $1,523,350
an increase of $319,143 or 27%,  compared to  $1,204,207  for the twelve  months
ended December 31, 2003. These operating expenses are related to increased sales
and marketing costs related to the 65.84% increase in sales for 2004, as well as
the hiring of 138 additional employees by the Company.

     Net Income.  Net income  increased  by 155% to  $5,027,403,  an increase of
$3,057,042, from $1,970,361. Earnings per share (EPS) rose to $0.33 in 2004 from
$0.13 in 2003. The increase was attributable to the substantial growth in demand
for the Company's products throughout China,  increased sales of products with a
higher profit margin and the  relatively low operating  expenses  resultant from
doing business in China.

                                       16
<PAGE>
Liquidity and Capital Resources

     As of December 31, 2004 Bodisen Biotech,  Inc. had $2,121,811 cash and cash
equivalents on hand, compared to $2,974,773 cash and cash equivalents on hand as
of December 31, 2003.

     For  December 31, 2004  accounts  payable was $112,344 and short term loans
was $980,100.  Cash outflows for investing  activities increased from $1,608,837
to $2,778,136 as a result of additions made to work in progress and acquisitions
of property and equipment.  The Company's accounts receivable for the year ended
December  31,  2004,  were  $4,988,984.  Based on past  performance  and current
expectations,  we believe our cash and cash  equivalents,  cash  generated  from
operations,  as well as future  possible  cash  investments,  will  satisfy  our
working capital needs,  capital  expenditures  and other liquidity  requirements
associated with our  operations.  On March 16, 2005, we completed a $3.0 million
financing.  The proceeds of the financing are intended for  acquisition of other
businesses, purchase of raw materials and working capital.

     The majority of Bodisen Biotech, Inc. revenues and majority of the expenses
in 2004 were  denominated  primarily  in Renminbi  ("RMB"),  the currency of the
People's  Republic of China.  There is no assurance  that exchange rates between
the RMB and the  U.S.  dollar  will  remain  stable.  A  devaluation  of the RMB
relative to the U.S.  dollar  could  adversely  affect our  business,  financial
condition  and  results of  operations.  We do not engage in  currency  hedging.
Inflation has not had a material impact on our business.

Item 7.     Financial Statements.

     The following Financial  Statements required by this item appear at the end
of this report:

   Independent Registered Public Accounting Firm's Report                    F-2
   Consolidated Balance Sheet                                                F-3
   Consolidated Statements of Income                                         F-4
   Consolidated Statement of Stockholders' Equity                            F-5
   Consolidated Statements of Cash Flows                                     F-6
   Notes to the Consolidated Financial Statements                            F-7

Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

     None.

Item 8A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

                                       17
<PAGE>
     The Chief  Executive  Officer  and Chief  Financial  Officer  conducted  an
evaluation  of the  effectiveness  of the design and  operation of the Company's
disclosure  controls  and  procedures  (as defined in Rule  13a-15(e)  under the
Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of
the period covered by this report. Based on that evaluation, the Chief Executive
Officer and Chief  Financial  Officer  concluded  that the Company's  disclosure
controls and  procedures  were  effective as of the end of the period covered by
this  report.  There  were no  significant  changes  in  internal  control  over
financial  reporting  (as defined in Rule 13a-15f  under the Exchange  Act) that
occurred during the fourth quarter of 2004 that have materially affected, or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

Item 8B. Other Information.

     None.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.

Directors and Officers

     Ms. Wang Qiong, Chairman and CEO

     Ms.  Wang  Qiong,  Age 40,  has  served  as the  Chairman  of the  Board of
Directors  since founding  Bodisen in September 2001. Ms. Wang Qiong has over 10
years experience in the fertilizer and chemical industry. From 1997 to May 2001,
she was the Chief Executive  Officer and President of Shaanxi  Bodisen  Chemical
Co., Ltd.,  which became Bodisen  International,  Inc. From May 1996 to December
1997, she was the President of Yang Ling Kang Yuan Chemical  Company,  a company
dedicated to the research and  development of  agricultural  products.  Ms. Wang
Qiong graduated from  North-West  Agronomy  College,  with a Bachelor of Science
degree in 1986.

     Mr. Chen Bo, Board Member and President

     Mr. Chen, Age 47, the President of Bodisen, is one of its original founders
and  stockholders.  From  August  1997 to  August  2001,  Mr.  Chen Bo was Chief
Operations Officer and Chief Technology Officer of Shaanxi Bodisen Chemical Co.,
Ltd.  From July 1994 to December  1997, he was the Chief  Executive  Officer and
President of Yang Ling Shikanglu  Chemurgical  Technology  Development Co., Ltd.
Mr. Chen received his Bachelor of Science  degree from Shaanxi Normal College in
July 1984.

     Mr. Patrick McManus, Board Member

     Mr. Patrick  McManus,  Age 49. CPA, J.D. Mr. McManus joined Bodisen's Board
of Directors on May 1, 2004 as an independent  board member.  Mr. McManus brings
over 25 years of  experience  in  business,  finance and law to Bodisen.  He was
elected  Mayor of the City of Lynn,  Massachusetts  in 1992 and  served  in this
position until his  retirement to the private  practice of law and accounting in
2002.  While serving the City of Lynn as its Mayor,  he was elected a member and
trustee of the Executive  Committee of the U.S. Conference of Mayors (USCM) with
responsibility  for  developing  policy  for the  USCM.  He also  served  as the
Chairman  of the USCM  Science  and  Technology  Subcommittee,  the Urban  Water
Council,  and the USCM Audit  Committee.  Mayor  McManus  started  his career in
business  with the General  Electric  Company in 1979,  and was a  Professor  of
Business and Finance at Salem State College in  Massachusetts.  Mayor McManus is
an expert on China. He was instrumental in establishing a close alliance as well
as coordinating a regular  exchange of visits by members of the U.S.  Conference
of Mayors and the China Association of Mayors.  Mr. McManus has been a Certified
Public  Accountant  since 1985.  Mr. McManus  received his Juris  Doctorate from
Boston College Law School and an M.B.A from Suffolk University

                                       18
<PAGE>
     Mr. David Gatton, Board Member

     Mr. David Gatton, Age 51. Mr. Gatton joined Bodisen's Board of Directors on
May 1, 2004 as an  independent  board  member.  Mr. Gatton  currently  serves as
President  and  Chairman  of the  Board  of  Development  Initiatives,  Inc.,  a
government relations and business  development firm in Washington,  D.C. He also
currently  serves  as  Director  of the U.S.  Conference  of Mayors  Council  on
Investment  in  the  New  American  City,  a  consortium  of  mayors,  financial
institutions, businesses, and non-profit organizations, to promote capital flow,
business and infrastructure investment in America. Mr. Gatton has also served as
Senior Environmental  Advisor and as Managing Director of the U.S. Conference of
Mayors' environmental programs, which include the Urban Water Council, the Joint
Center  for  Sustainable   Communities,   and  the  Municipal  Waste  Management
Association  (MWMA). Mr. Gatton has advised the U.S. Conference of Mayors on the
reauthorization  of the Clean  Water  Act,  the Safe  Drinking  Water  Act,  the
Resource  Conservation and Recovery Act, Superfund reform, and implementation of
the  Clean  Air  Act.  Some  of  Mr.  Gatton's  other  accomplishments  include:
development  of  U.S.-Sino  Memorandum  of  Cooperation  between  U.S. and China
conference  of Mayors,  development  of U.S.  Conference  of Mayors'  Brownfield
Redevelopment  Program, Joint Center for Sustainable  Communities,  Recycling at
Work Campaign,  and Urban Water Council. Mr. Gatton holds a Master's degree from
Harvard University.

     Mr. Weirui Wan, Board Member

     Mr. Weirui Wan, Age 64. Mr. Wan joined  Bodisen's Board of Directors on May
1, 2004 as an independent board member.  Mr. Wan has over 40 years of experience
in management and leadership  positions in the agricultural  sector in China. He
started his career in 1967 as an  agricultural  scientist at the Chinese Academy
of Water and Soil  Preservation,  China's leading  government agency on soil and
agricultural  studies.  In 1984,  Mr. Wan was  appointed  the position of Deputy
Director of the Chinese Academy of Water and Soil Preservation. In 1997, Mr. Wan
moved to the city of Yang Ling and was  appointed  Deputy  Governor  of the Yang
Ling Agricultural  High-Tech Industries  Demonstration Zone and was in charge of
building the zone into the  agricultural  hub of China.  Mr. Wan retired in 2001
and is  currently  on the  Advisory  Board of Yang Ling  Agricultural  High-Tech
Industries  Demonstration  Zone.  Mr. Wan graduated  from Beijing  University of
Agriculture in 1967 with a Bachelor's degree in Agriculture.


                                       19
<PAGE>
     Mr. Wang Chunsheng, COO

     Mr. Wang  Chunsheng,  Age 42,  joined  Bodisen in  September  2001 as Chief
Operations  Officer.  From September 1999 to August 2001, Mr. Wang Chunsheng was
Vice General  Manager of the Shaanxi Bodisen  Chemical Co. Ltd.  responsible for
sales and  marketing.  From  January  1997 to July 1999,  he held a position  as
Senior Sales Manager with the Ling Kangyuan  Agriculture  Chemical Company.  Mr.
Wang Chunsheng holds agronomist certification.

     Mr. Shuiwang Wei, CFO

     Mr.  Wei,  Age 44, is a Certified  Public  Accountant  in China.  He joined
Bodisen as its  financial  controller in January 2004 until his promotion to the
position of Chief Financial  Officer in April 2004. He started his career in the
accounting  department of Xi'An Machinery  Company in 1982 as an accountant.  He
was  promoted  to the  head of  accounting  in  1995.  He  joined  Xi'An He Feng
Fertilizer Company in 1996 as the head of accounting  department.  Mr. Wei has a
Bachelor's degree in Accounting.

Family Relationships

     None.

Involvement in Legal Proceedings

     None.

Company Committees

     There are three  standing  committees  of the  Board, which are the  Audit,
Compensation and Nominating Committees.

Audit Committee

     The Audit Committee focuses its efforts on assisting our Board of Directors
to  fulfill  its  oversight  responsibilities  with  respect to  overseeing  the
following:

     o    the accounting and financial reporting processes of the company

     o    the audits of the financial statements of the company

     o    the integrity of the company's financial statements

     o    the  qualifications,  independence  and  performance  of the company's
          independent auditors

     o    the  qualifications  and  performance of the company's  internal audit
          function

     o    the compliance by the company with legal and regulatory  requirements,
          including the company's Code of Ethics

                                       20
<PAGE>
The Audit Committee is also responsible for hiring,  overseeing and compensating
the company's independent auditors.

Audit Committee Financial Expert

     The Company's  Audit  Committee is comprised of Mr. McManus and Mr. Gatton.
The Board of Directors has determined  that Mr.  McManus  qualifies as an "audit
committee  financial  expert" as such term is defined under the  Securities  and
Exchange Commission's regulations.

Code of Ethics

     The  Company  has  adopted a code of ethics  applicable  to all  directors,
including the  principal  executive  officer,  principal  financial  officer and
principal  accounting officer. A printed copy will be delivered to anyone who so
requests  by writing  to the  corporate  secretary  at our  principal  executive
offices  at  North  Part of  Xinquia  Road,  Yang  Ling  Agricultural  High-Tech
Industries Demonstration Zone Yang Ling, Shaanxi province,  People's Republic of
China, 712100.

Item 10. Executive Compensation.

     The following table contains information concerning the compensation of the
Bodisen's  chief  executive  officer  and each of the  other  four  most  highly
compensated executive officers in excess of $100,000 in 2004.

Summary Compensation Table
<TABLE>
<CAPTION>
------------------- ---------- -------- ----------- ---------- -------------- -------------- --------------- ---------- ------------
                                                    Annual     Other          Restricted     Securities      LTIP       All  Other
Name and                                            Compe-     Restricted     Stock Awards   underlying      payouts    Compensation
Principal Position  Year       Salary   Bonus       nsation    Stock  Awards                 options         ($)         ($)
                               ($)      ($)         ($)        ($)
------------------- ---------- -------- ----------- ---------- -------------- -------------- --------------- ---------- ------------
<S>                 <C>        <C>      <C>         <C>         <C>         <C>              <C>          <C>           <C>
Wang Qiong, CEO     2004         23,220   0            23,220     N/A            N/A            N/A             N/A         N/A
                    2003          4,400   0             4,400     N/A            N/A            N/A             N/A         N/A
                    2002       $ 11,600   0          $ 11,600     N/A            N/A            N/A             N/A         N/A
------------------- ---------- -------- ----------- ---------- -------------- -------------- --------------- ---------- ------------
Derek Wasson, CEO   2004          N/A      N/A         N/A        N/A            N/A            N/A             N/A         N/A
                    2003          N/A      N/A         N/A        N/A            N/A            N/A             N/A       32,694 (1)
                    2002          N/A      N/A         N/A        N/A            N/A            N/A             N/A       19,047 (1)
------------------- ---------- -------- ----------- ---------- -------------- -------------- --------------- ---------- ------------
(1)  Represents consulting fees paid.
</TABLE>
Stock Incentive Plan

     The  Company's  long term  incentives  are in the form of stock  options to
directors,  executives,  employees and  consultants  under the 2004 stock Option
Plan (the  "Plan").  The objective of these awards is to advance the longer term
interests of the Company and its shareholders and complement  incentives tied to
annual  performance.  These awards provide rewards to directors,  executives and
other key employees and consultants upon the creation of incremental shareholder
value and attainment of long-term  earnings goals. Stock option awards under the
Plan produce  value to  participants  only if the price of the  Company's  stock
appreciates,  thereby directly  linking the interests of the  participants  with
those of the shareholders.  No stock options were granted to executive  officers
in 2004.

                                       21
<PAGE>

Directors' Compensation

     During the fiscal  year 2004,  Messrs.  Gatton and  McManus  each  received
$4,500 as a cash fee for 3 months service as Directors,  (May,  June,  July). On
December 28, 2004 they received 5,000 stock options each for five months service
as  Directors,  (August  through  December),  which vested on December 31, 2004.
Directors are not entitled to  additional  fees for serving on committees of the
Board of  Directors.  Pursuant to the Company's  Stock Option Plan,  the Company
granted  110,000 stock options to David Gatton and Patrick McManus in 2004, each
a director of the Company.  Messrs.  Gatton and McManus were each granted 50,000
stock  options on June 4, 2004.  25,000  vested  immediately  and the  remaining
25,000 vest over 8 equal quarterly installments,  and the first such installment
vested at the end of the second  quarter  2004.  The option  exercise  price was
$5.00 for the first  100,000  stock  options,  which was the same as the  market
price of the shares at the time of granting of the options.  The option exercise
price was $5.80 for the second 10,000 stock  options,  which was the same as the
market price of the shares at the time of granting of the options.

Employment Agreements

         None.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

     As of December 31, 2004, there were 15,268,000  shares of common stock, par
value $0.0001  outstanding.  The following table sets forth certain  information
regarding the beneficial ownership of our common stock as of December 31, 2004:

     o    all directors

     o    each person who is known by us to be the beneficial owner of more than
          five percent (5%) of the outstanding common stock

     o    each executive officer named in the Summary Compensation Table

     o    all directors and executive officers as a group

     The  number of shares  beneficially  owned by each  director  or  executive
officer  is  determined  under  rules of the  SEC,  and the  information  is not
necessarily  indicative of beneficial ownership for any other purpose. Under the
SEC rules,  beneficial  ownership includes any shares as to which the individual
has the sole or shared voting power or investment power. In addition, beneficial
ownership  includes  any  shares  that the  individual  has the right to acquire
within 60 days.  Unless otherwise  indicated,  each person listed below has sole
investment  and voting power (or shares such powers with his or her spouse).  In
certain  instances,  the number of shares listed includes (in addition to shares
owned  directly),  shares held by the spouse or children of the person,  or by a
trust or estate of which the person is a trustee or an  executor or in which the
person may have a beneficial interest.

                                       22
<PAGE>
<TABLE>
<CAPTION>
 Title of Class           Name and Address                                   Amount of          Percent of
                          of Beneficial Owner                                Beneficial         Class
                                                                             Ownership          (1)
----------------------------------------------------------------------------------------------------------
<S>                       <C>                                                 <C>                <C>
 Common Stock             Wang Qiong                                         3,748,780          24.55%
                          Bodisen Biotech, Inc.,
                          North Part of Xinquia Road,
                          Yang Ling Agricultural High-Tech
                          Industries Demonstration Zone,
                          Yang Ling, China 712100.
----------------------------------------------------------------------------------------------------------
Common Stock             Chen Bo                                            3,584,096          23.47%
                          Bodisen Biotech, Inc.,
                          North Part of Xinquia Road,
                          Yang Ling Agricultural High-Tech
                          Industries Demonstration Zone,
                          Yang Ling, China 712100.
----------------------------------------------------------------------------------------------------------
 Common Stock             Patrick McManus                                                          0%
                          Bodisen Biotech, Inc.,                                39,375 (2)
                          North Part of Xinquia Road,
                          Yang Ling Agricultural High-Tech
                          Industries Demonstration Zone,
                          Yang Ling, China 712100.
----------------------------------------------------------------------------------------------------------
 Common Stock             David Gatton                                                             0%
                          Bodisen Biotech, Inc.,                                39,375 (2)
                          North Part of Xinquia Road,
                          Yang Ling Agricultural High-Tech
                          Industries Demonstration Zone,
                          Yang Ling, China 712100.
----------------------------------------------------------------------------------------------------------
 Common Stock             Weirui Wan                                                 0             0%
                          Bodisen Biotech, Inc.,
                          North Part of Xinquia Road,
                          Yang Ling Agricultural High-Tech
                          Industries Demonstration Zone,
                          Yang Ling, China 712100.
----------------------------------------------------------------------------------------------------------
 Common Stock             Shares of all directors and                        7,411,626          48.54%
                          executive officers as a
                          group (5 persons)
----------------------------------------------------------------------------------------------------------
(1) Based on 15,268,000 shares of common stock currently outstanding.
(2) Reflects stock options vested but unexercised.
</TABLE>
                                       23
<PAGE>
Item 12. Certain Relationships and Related Transactions.

     None.

Item 13. Exhibits

     The  following  exhibits  are either  attached  hereto or  incorporated  by
reference within this report as indicated.
<TABLE>
<CAPTION>

Exhibit Number         Description                                        Method of Filing
-------------------------------------------------------------------------------------------------------------
<C>                       <C>                                                    <C>
3.1                    Certificate of Incorporation of the                Filed as Exhibit 3.1 to the
                       Company,                                           registration statement on Form SB-2
                                                                          filed with the Commission on
                                                                          September 3, 2002 and incorporated
                                                                          herein by reference.
-------------------------------------------------------------------------------------------------------------
3.2                    Amendment to Certificate of                        Filed as Exhibit 3.2 to the annual
                       Incorporation of the Company, changing             report on Form 10-KSB filed with
                       name to Bodisen Biotech, Inc.                      the Commission on March 30, 2004
                                                                          and incorporated herein by
                                                                          reference.
-------------------------------------------------------------------------------------------------------------
3.3                    By-Laws of the of the Company                      Filed as Exhibit 3.2 to the
                                                                          registration statement on Form SB-2
                                                                          filed with the Commission on
                                                                          September 3, 2002 and incorporated
                                                                          herein by reference.
-------------------------------------------------------------------------------------------------------------
10.1                   Loan Agreement, dated as of September              Filed as Exhibit 10.2 to the annual
                       28, 2003, between the Company and                  report on Form 10-KSB filed with
                       Xianyang City Commercial Bank                      the Commission on March 30, 2004
                                                                          and incorporated herein by
                                                                          reference.
-------------------------------------------------------------------------------------------------------------
10.2                   Bodisen Biotech, Inc. 2004 Stock Option            Filed herewith as Exhibit 10.2
                       Plan
-------------------------------------------------------------------------------------------------------------
10.3                   Form of Bodisen Biotech, Inc.                      Filed herewith as Exhibit 10.3
                       Nonstatutory Stock Option Agreement
-------------------------------------------------------------------------------------------------------------
21.1                   Schedule of Subsidiaries                           Filed herewith as Exhibit 21.1
-------------------------------------------------------------------------------------------------------------
31.1                   Certification by Chief Executive Officer           Filed herewith as Exhibit 31.1
                       pursuant to Sarbanes-Oxley Section 302.
-------------------------------------------------------------------------------------------------------------
31.2                   Certification by Chief Financial Officer           Filed herewith as Exhibit 31.2
                       pursuant to Sarbanes-Oxley Section 302.
-------------------------------------------------------------------------------------------------------------
32.1                   Certification by Chief Executive Officer           Filed herewith as Exhibit 32.1
                       pursuant to 18 U.S. C. Section 1350.
-------------------------------------------------------------------------------------------------------------
</TABLE>
                                       24
<PAGE>
Item 14. Principal Accountant Fees and Services

     1. Audit Fees.  The  aggregate  fees billed for each of the last two fiscal
     years for professional  services  rendered by our principal account for the
     audit of our annual financial statements and review of financial statements
     included in our Form 10-QSB were  $40,500 and $20,000 for the fiscal  years
     ended December 31, 2004 and December 31, 2003 respectively.

     2.  Audit-Related  Fees. The audit-related fees billed for the fiscal years
     ended December 31, 2004 and December 31, 2003 were $0 and $0 respectively.

     3. Tax Fees.  Tax fees billed for the fiscal years ended  December 31, 2004
     and December 31, 2003 were $0 and $0 respectively.

     4. All Other Fees. None.



                                       25
<PAGE>
                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                Bodisen Biotech, Inc., a Delaware Corporation
                                                   (Registrant)

                                By
                                         /s/ Wang Qiong
                                         --------------
                                         Wang Qiong
                                         Chief Executive Officer

                                Date     March 31 , 2005

     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.

                                By

                                         /s/ Wang Qiong
                                         --------------
                                         Wang Qiong
                                         Chief Executive Officer

                                Date     March 31 , 2005


                                By
                                          /s/ Shuiwang Wei
                                          ----------------
                                         Shuiwang Wei
                                         Chief Financial Officer

                                Date     March 31 , 2005




                                       26
<PAGE>



Bodisen Biotech, Inc.

                              Financial Statements

                           December 31, 2004 and 2003




                          INDEX TO FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm...................F-2

Consolidated Balance Sheet................................................F-3

Consolidated Statements of Income.........................................F-4

Consolidated Statement of Stockholders' Equity............................F-5

Consolidated Statements of Cash Flows.....................................F-6

Notes to Consolidated Financial Statements................................F-7

                                      F-1
<PAGE>
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------

To the Board of Directors and Stockholders
Bodisen Biotech, Inc.

We have audited the accompanying  consolidated balance sheet of Bodisen Biotech,
Inc. (a Delaware  corporation)  and subsidiaries as of December 31, 2004 and the
related consolidated statements of income,  stockholders' equity, and cash flows
for the years ended  December 31, 2004 and 2003.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit.

We conducted our audits of these  statements in accordance with the standards of
the Public Company Accounting  Oversight Board (United States).  Those standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Bodisen
Biotech,  Inc. and  subsidiaries as of December 31, 2004, and the results of its
consolidated operations and its cash flows for the years ended December 31, 2004
and 2003 in conformity  with  accounting  principles  generally  accepted in the
United States of America.


/S/ KABANI & COMPANY, INC.
CERTIFIED PUBLIC ACCOUNTANTS

Huntington Beach, California
March 1, 2005

                                       F-2
<PAGE>


BODISEN BIOTECH, INC.
(Formerly Stratabid.com, Inc.)
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2004
<TABLE>
<CAPTION>
ASSETS
------
CURRENT ASSETS:
<S>                                                                                         <C>
         Cash & cash equivalents                                                            $             2,121,811
         Accounts receivable, net                                                                         4,988,984
         Advances to Suppliers                                                                              755,210
         Inventory                                                                                          767,344
         Loan receivable                                                                                    968,000
                                                                                            --------------------------
                           Total current asset                                                            9,601,349

PROPERTY AND EQUIPMENT, net                                                                               1,353,598

CAPITAL WORK IN PROGRESS                                                                                  1,596,405

INTANGIBLE ASSETS, net                                                                                    2,199,639

OTHER ASSETS                                                                                                 48,736
                                                                                            --------------------------
TOTAL ASSETS                                                                                $            14,799,727
                                                                                            ==========================
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
         Accounts payable                                                                   $               112,344
         Accrued expenses                                                                                   264,502
         Short term loans                                                                                   980,100
                                                                                            --------------------------
                           Total current liabilities                                                      1,356,946

STOCKHOLDERS' EQUITY
         Preferred stock, $0.0001 per share; authorized 5,000,000 shares;
               none issued                                                                                        -
         Common  stock,  $0.0001  per  share;  authorized  30,000,000  shares;
              issued and outstanding 15,268,000 shares                                                        1,527
         Additional paid in capital                                                                       5,991,823
         Accumulated other comprehensive gain                                                                68,855
         Statutory reserve                                                                                1,017,905
         Retained earnings                                                                                6,362,671
                                                                                            --------------------------
                           Total stockholders' equity                                                    13,442,781
                                                                                            --------------------------
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                   $            14,799,727
                                                                                            ==========================
</TABLE>

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

                                      F-3
<PAGE>
BODISEN BIOTECH, INC.
(Formerly Stratabid.com, Inc.)
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
<TABLE>
<CAPTION>

                                                                                     2004                  2003
                                                                            --------------------- --------------------
<S>                                                                         <C>                          <C>
Net revenue                                                                 $      16,225,896            9,783,784

Cost of revenue                                                                     9,653,965            6,706,082
                                                                            --------------------- --------------------
Gross profit                                                                        6,571,931            3,077,702

Operating expenses
         Selling expenses                                                             615,549              573,807
         General and administrative expenses                                          907,801              630,401
                                                                            --------------------- --------------------
              Total operating expenses                                              1,523,350            1,204,207
                                                                            --------------------- --------------------
Income from operations                                                              5,048,581            1,873,495

Non-operating Income (expense):
         Other income (expense)                                                         7,623                    -
         Interest income                                                               45,338              138,225
         Interest expense                                                             (74,139)             (41,359)
                                                                            --------------------- --------------------
              Total non-operating income (expense)                                    (21,178)              96,866
                                                                            --------------------- --------------------

Net Income                                                                          5,027,403            1,970,361

OTHER COMPREHENSIVE INCOME (LOSS)
         Foreign currency translation gain                                             68,855                    -
                                                                            --------------------- --------------------

COMPREHENSIVE INCOME                                                        $       5,096,258     $      1,970,361
                                                                            ===================== ====================

Basic weighted average shares outstanding                                          15,268,000           15,268,000
                                                                            ===================== ====================

Basic earnings per share                                                    $            0.33     $           0.13
                                                                            ===================== ====================

Diluted weighted average shares outstanding                                        15,328,356           15,268,000
                                                                            ===================== ====================

Diluted earnings per share                                                  $            0.33     $           0.13
                                                                            ===================== ====================
</TABLE>
The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.

                                       F-4
<PAGE>
BODISEN BIOTECH, INC
(Formerly Stratabid.com, Inc.)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
<TABLE>
<CAPTION>
                                        Common Stock                      Accumulated
                                                             Additional   Other                      Retained     Total
                                  Number of                  paid in      Comprehensive  Statutory   earnings     stockholders'
                                  shares       Amount        capital      Gain           reserve     (deficit)    equity
                                  ------------ ------------- ------------ ------------- ----------- ------------- ----------------
<S>              <C>                    <C>         <C>      <C>           <C>          <C>            <C>         <C>
Balance, January 1, 2003                1,500       $     1  $ 6,014,399   $      -     $   66,758     $ 316,054   $     6,397,212

Recapitalization on
reverse acquisition                15,266,500         1,526      (22,576)         -              -             -           (21,050)

                                  ------------ ------------- ------------ ------------- ----------- ------------- ----------------
Balance after
recapitalization                   15,268,000         1,527     5,991,823         -         66,758       316,054         6,376,162

Net income for the year
ended December 31, 2003                     -             -             -                        -     1,970,361         1,970,361

Allocation to statutory
reserve                                     -             -             -                  197,036      (197,036)                -

                                  ------------ ------------- ------------ ------------- ----------- ------------- ----------------
Balance, December 31, 2003         15,268,000         1,527     5,991,823         -        263,794     2,089,379         8,346,523

Foreign currency translation
adjustments                                 -             -             -    68,855              -             -            68,855

Net income for the year ended
December 31, 2004                           -             -             -         -              -     5,027,403         5,027,403

Allocation to statutory reserve             -             -             -         -        754,110      (754,110)                -

                                  ------------ ------------- ------------ ------------- ----------- ------------- ----------------
Balance, December 31, 2004         15,268,000  $      1,527  $  5,991,823  $  68,855    $1,017,905    $6,362,671   $    13,442,781
                                  ============ ============= ============ ============= =========== ============= ================
</TABLE>

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

                                       F-5
<PAGE>
BODISEN BIOTECH, INC.
(Formerly Stratabid.com, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
<TABLE>
<CAPTION>
                                                                                              2004              2003
                                                                                        ----------------- ---------------
<S>                                                                                     <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net Income                                                                     $    5,027,403    $    1,970,361
         Adjustments  to  reconcile  net income to net cash  provided by operating
         activities:
                  Depreciation and amortization                                                302,803           247,958
                  (Increase)/decrease in current assets
                             Accounts receivable                                            (3,166,143)          249,086
                             Advances to suppliers                                           1,178,306          (270,645)
                             Inventory                                                          51,612            81,538
                             Other assets                                                      (48,736)                -
                  Increase/(decrease) in current liabilities:
                             Accounts payable                                               (1,521,819)          535,186
                             Unearned revenue                                                  (15,888)         (586,087)
                             Other payables                                                    (35,350)          (67,122)
                             Accrued expenses                                                  196,031            75,753
                                                                                        ----------------- ---------------
         Net cash provided by operating activities                                           1,968,219         2,236,028
                                                                                        ----------------- ---------------

Effect of exchange rate on cash                                                                 68,855

CASH FLOWS FROM INVESTING ACTIVITIES
                  Payment on loan receivable                                                  (968,000)                -
                  Acquisition of property & equipment                                         (435,814)         (133,653)
                  Additions to intangible assets                                                     -        (1,470,307)
                  Additions to work in progress                                             (1,374,322)           (4,877)
                                                                                        ----------------- ---------------
         Net cash used in investing activities                                              (2,778,136)       (1,608,837)
                                                                                        ----------------- ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
                  Proceeds from (payments on) loan                                            (111,900)        1,080,000
                  Issuance of subsidiary stock                                                       -         1,214,400
                  Dividend paid                                                                      -          (180,000)
                                                                                        ----------------- ---------------
         Net cash provided by (used in) financing activities                                  (111,900)        2,114,400
                                                                                        ----------------- ---------------

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                                            (852,962)        2,741,591

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                                                   2,974,773           233,182
                                                                                        ----------------- ---------------

CASH & CASH EQUIVALENTS, ENDING BALANCE                                                 $    2,121,811    $    2,974,773
                                                                                        ================= ===============
</TABLE>

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

                                      F-6
<PAGE>
Notes to the Consolidated Financial Statements

1.   ORGANIZATION AND DESCRIPTION OF BUSINESS

     Yang Ling  Bodisen  Biology  Science  and  Technology  Development  Company
Limited  ("BBST")  was founded in the  People's  Republic of China on August 31,
2001. BBST, located in Yang Ling Agricultural High-Tech Industries Demonstration
Zone, is primarily engaged in developing,  manufacturing and selling  pesticides
and compound  organic  fertilizers  in the People's  Republic of China.  Bodisen
International, Inc. ("BII") is a Delaware Corporation,  incorporated on November
19, 2003. BII was a non-operative holding company of BBST. On December 15, 2003,
BII entered in to an agreement with all the shareholders of BBST to exchange all
of the  outstanding  stock of BII for all the  issued and  outstanding  stock of
BBST. After the consummation of the agreement,  the former  shareholders of BBST
own 1500 shares of common stock of BII, which represent 100% of BII's issued and
outstanding  shares.  For U.S.  Federal income tax purpose,  the  transaction is
intended to be  qualified  as a tax-free  transaction  under  section 351 of the
Internal Revenue Code of 1986, as amended.

     The  exchange  of  shares  with  BBST has been  accounted  for as a reverse
acquisition  under the purchase method of accounting  since the  shareholders of
the BBST obtained control of the consolidated entity. Accordingly, the merger of
the two  companies has been recorded as a  recapitalization  of BBST,  with BBST
being treated as the  continuing  entity.  The historical  financial  statements
presented are those of BBST. The continuing  company has retained December 31 as
its fiscal year end.  The  financial  statements  of the legal  acquirer are not
significant; therefore, no pro forma financial information is submitted.


     On  February  24,  2004,   BII   consummated   a  merger   agreement   with
Stratabid.com,   Inc.  ("Stratabid"),   a  Delaware  corporation,   to  exchange
12,000,000  shares of Stratabid to the  shareholders of BII, in which BII merged
into Bodisen Holdings, Inc. (BHI), an acquisition subsidiary of Stratabid,  with
BHI being the surviving  entity.  As a part of the merger,  Stratabid  cancelled
3,000,000  shares  of its  issued  and  outstanding  stock  owned by its  former
president  and  declared a stock  dividend of three  shares on each share of its
common stock outstanding for all stockholders on record as of February 27, 2004.

     Stratabid was incorporated in the State of Delaware on January 14, 2000 and
before the merger,  was a start-up  stage  Internet  based  commercial  mortgage
origination business based in Vancouver, BC, Canada.

     The exchange of shares with  Stratabid has been  accounted for as a reverse
acquisition  under the purchase method of accounting  since the  shareholders of
BII  obtained  control of  Stratabid.  On March 1, 2004,  Stratabid  was renamed
Bodisen  Biotech,  Inc.  (the  "Company").  Accordingly,  the  merger of the two
companies  has been  recorded as a  recapitalization  of the  Company,  with the
Company  being treated as the  continuing  entity.  The financial  statements of
legal  acquiree  are  not  significant;   therefore,   no  pro  forma  financial
information is submitted.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

     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  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

                                      F-7
<PAGE>
Cash and Cash Equivalents

     Cash and cash  equivalents  include cash in hand and cash in time deposits,
certificates  of deposit and all highly  liquid debt  instruments  with original
maturities of three months or less.

Accounts Receivable

     The Company  maintains  reserves for  potential  credit  losses on accounts
receivable.  Management  reviews  the  composition  of accounts  receivable  and
analyzes  historical  bad  debts,  customer   concentrations,   customer  credit
worthiness,  current economic trends and changes in customer payment patterns to
evaluate  the  adequacy  of these  reserves.  Terms of the  sales  vary from COD
through a credit term up to 9 to 12 months. Reserves are recorded primarily on a
specific identification basis. Allowance for doubtful debts amounted to $185,301
as at December 31, 2004.

Advances to Suppliers

     The Company  advances to certain vendors for purchase of its material.  The
advances to suppliers are interest free and unsecured. The advances to suppliers
amounted to $755,210 at December 31, 2004.

Inventories

     Inventories  are  valued at the  lower of cost  (determined  on a  weighted
average basis) or market.  The Management  compares the cost of inventories with
the market value and allowance is made for writing down the inventories to their
market value, if lower.

Loan Receivable

     On  December  8,  2004,  the  Company  entered in to an  agreement  to loan
$968,000 to an unrelated  party.  The loan is unsecured,  payable by December 7,
2005 and carries an interest rate of 8.7% per annum.

Property & Equipment & Capital Work in Progress

     Property and equipment are stated at cost. Expenditures for maintenance and
repairs are charged to earnings as incurred; additions, renewals and betterments
are capitalized.  When property and equipment are retired or otherwise  disposed
of,  the  related  cost  and  accumulated  depreciation  are  removed  from  the
respective   accounts,   and  any  gain  or  loss  is  included  in  operations.
Depreciation  of property  and  equipment  is provided  using the  straight-line
method  for  substantially  all  assets  with  estimated  lives of: 30 years for
building,  10 years for machinery,  5 years for office equipment and 8 years for
vehicles.

     On  December  31,  2004,   the  Company  has  "Capital  Work  in  Progress"
representing the construction in progress of the Company's  manufacturing  plant
amounting $1,596,405.

                                      F-8
<PAGE>
Long-lived Assets

     Effective  January 1, 2002,  the Company  adopted  Statement  of  Financial
Accounting  Standards  No. 144,  "Accounting  for the  Impairment or Disposal of
Long-Lived  Assets"  ("SFAS 144"),  which  addresses  financial  accounting  and
reporting for the  impairment or disposal of  long-lived  assets and  supersedes
SFAS No.  121,  "Accounting  for the  Impairment  of  Long-Lived  Assets and for
Long-Lived  Assets  to  be  Disposed  Of,"  and  the  accounting  and  reporting
provisions of APB Opinion No. 30,  "Reporting  the Results of  Operations  for a
Disposal of a Segment of a Business."  The Company  periodically  evaluates  the
carrying value of long-lived  assets to be held and used in accordance with SFAS
144. SFAS 144 requires  impairment  losses to be recorded on  long-lived  assets
used  in  operations   when   indicators  of  impairment  are  present  and  the
undiscounted  cash flows estimated to be generated by those assets are less than
the assets' carrying  amounts.  In that event, a loss is recognized based on the
amount  by which  the  carrying  amount  exceeds  the fair  market  value of the
long-lived assets.  Loss on long-lived assets to be disposed of is determined in
a similar  manner,  except that fair  market  values are reduced for the cost of
disposal.  Based on its review,  the Company  believes  that, as of December 31,
2004 there were no significant impairments of its long-lived assets.

Intangible Assets

     Intangible assets consist of Rights to use land and Fertilizers proprietary
technology  rights. The Company evaluates  intangible assets for impairment,  at
least on an  annual  basis  and  whenever  events or  changes  in  circumstances
indicate  that the  carrying  value may not be  recoverable  from its  estimated
future cash flows.  Recoverability of intangible assets, other long-lived assets
and,  goodwill  is  measured  by  comparing  their net book value to the related
projected  undiscounted  cash flows from these  assets,  considering a number of
factors including past operating results, budgets, economic projections,  market
trends  and  product  development  cycles.  If the net book  value of the  asset
exceeds the related  undiscounted cash flows, the asset is considered  impaired,
and a second test is performed to measure the amount of impairment loss.

Fair Value of Financial Instruments

     Statement of financial  accounting standard No. 107, Disclosures about fair
value of financial  instruments,  requires that the Company  disclose  estimated
fair values of  financial  instruments.  The  carrying  amounts  reported in the
statements  of  financial  position for current  assets and current  liabilities
qualifying as financial instruments are a reasonable estimate of fair value.

Revenue Recognition

     The Company's  revenue  recognition  policies are in compliance  with Staff
accounting  bulletin  (SAB)  104.  Sales  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, no other significant obligations of the
Company exist and collectibility is reasonably assured. Payments received before
all of the relevant criteria for revenue  recognition are satisfied are recorded
as unearned revenue.

                                      F-9
<PAGE>
Advertising Costs

     The  Company   expenses  the  cost  of   advertising  as  incurred  or,  as
appropriate,  the first time the advertising takes place.  Advertising costs for
the years ended December 31, 2004 and 2003 were insignificant.

Stock-based Compensation

     In October 1995, the FASB issued SFAS No. 123,  "Accounting for Stock-Based
Compensation".  SFAS No. 123 prescribes  accounting and reporting  standards for
all stock-based compensation plans, including employee stock options, restricted
stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123
requires compensation expense to be recorded (i) using the new fair value method
or (ii) using the existing accounting rules prescribed by Accounting  Principles
Board Opinion No. 25,  "Accounting  for stock issued to employees"  (APB 25) and
related interpretations with proforma disclosure of what net income and earnings
per share would have been had the Company adopted the new fair value method. The
Company uses the intrinsic  value method  prescribed by APB 25 and has opted for
the disclosure provisions of SFAS No. 123.

Income Taxes

     The Company  utilizes SFAS No. 109,  "Accounting  for Income  Taxes," which
requires the recognition of deferred tax assets and liabilities for the expected
future tax  consequences  of events  that have been  included  in the  financial
statements  or tax  returns.  Under  this  method,  deferred  income  taxes  are
recognized for the tax  consequences in future years of differences  between the
tax bases of assets and  liabilities and their  financial  reporting  amounts at
each period end based on enacted tax laws and statutory tax rates  applicable to
the periods in which the  differences  are  expected to affect  taxable  income.
Valuation  allowances are  established,  when necessary,  to reduce deferred tax
assets to the amount expected to be realized.

     According to the Provisional  Regulations of the People's Republic of China
on Income Tax, the Document of Reductions  and  Exemptions of Income Tax for the
Company had been approved by the local tax bureau and the Yang Ling Agricultural
High-Tech Industries Demonstration Zone. The Company is exempted from income tax
through December 31, 2004.

Foreign Currency Transactions and Comprehensive Income (loss)

     Accounting principles generally require that recognized revenue,  expenses,
gains and losses be included in net income. Certain statements, however, require
entities to report specific changes in assets and  liabilities,  such as gain or
loss on foreign  currency  translation,  as a separate  component  of the equity
section of the balance sheet. Such items,  along with net income, are components
of  comprehensive  income.  The  functional  currency  of the Company is Chinese
Renminbi.  The unit of  Renminbi  is in Yuan.  Translation  gains of  $68,855 at
December 31, 2004 are classified as an item of other comprehensive income in the
stockholders'  equity section of the consolidated balance sheet. During the year
ended December 31, 2004,  comprehensive income in the consolidated statements of
operation included  translation gains of $68,855.  The Company had insignificant
translation gain in the year ended December 31, 2003.

Basic and Diluted Net Loss Per Share

     Net loss per  share is  calculated  in  accordance  with the  Statement  of
financial  accounting  standards  No. 128 (SFAS No. 128),  "Earnings per share".
SFAS No. 128 superseded Accounting Principles Board Opinion No. 15 (APB 15). Net
loss per share for all  periods  presented  has been  restated  to  reflect  the
adoption  of SFAS No. 128.  Basic net loss per share is based upon the  weighted
average number of common shares outstanding. Diluted net loss per share is based
on the assumption  that all dilutive  convertible  shares and stock options were
converted or  exercised.  Dilution is computed by applying  the  treasury  stock
method.  Under this method,  options and warrants are assumed to be exercised at
the  beginning of the period (or at the time of issuance,  if later),  and as if
funds obtained  thereby were used to purchase common stock at the average market
price during the period.

                                      F-10
<PAGE>

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  is
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.

Segment Reporting

     Statement  of  Financial   Accounting   Standards  No.  131  ("SFAS  131"),
"Disclosure  About Segments of an Enterprise and Related  Information"  requires
use of the  "management  approach" model for segment  reporting.  The management
approach  model is based on the way a company's  management  organizes  segments
within the company for making  operating  decisions and  assessing  performance.
Reportable  segments  are  based on  products  and  services,  geography,  legal
structure,  management  structure,  or any  other  manner  in  which  management
disaggregates  a company.  SFAS 131 has no effect on the Company's  consolidated
financial statements as the Company consists of one reportable business segment.
All  revenue  is from  customers  in  People's  Republic  of  China.  All of the
Company's assets are located in People's Republic of China.

Recent Pronouncements

     In November 2004,  the FASB has issued FASB  Statement No. 151,  "Inventory
Costs,  an Amendment of ARB No. 43,  Chapter 4" ("FAS No. 151").  The amendments
made by FAS No. 151 are intended to improve  financial  reporting by  clarifying
that abnormal  amounts of idle facility  expense,  freight,  handling costs, and
wasted materials  (spoilage) should be recognized as current-period  charges and
by requiring the allocation of fixed production  overheads to inventory based on
the normal capacity of the production facilities.

     The guidance is effective for inventory  costs incurred during fiscal years
beginning  after June 15, 2005.  Earlier  application is permitted for inventory
costs  incurred  during  fiscal years  beginning  after  November 23, 2004.  The
provisions  of FAS No. 151 will be applied  prospectively.  The Company does not
expect the adoption of FAS No. 151 to have a material impact on its consolidated
financial position, results of operations or cash flows.

     In December  2004,  the FASB issued FASB  Statement No. 123R,  "Share-Based
Payment,  an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R
requires  companies to recognize in the statement of operations  the grant- date
fair  value of stock  options  and  other  equity-based  compensation  issued to
employees.  FAS No. 123R is effective  beginning in the Company's second quarter
of fiscal  2005.  The  Company is in process  of  evaluating  the impact of this
pronouncements on its consolidated financial position,  results of operations or
cash flows.

     In December  2004,  the FASB issued SFAS  Statement No. 153,  "Exchanges of
Nonmonetary  Assets."  The  Statement  is an  amendment of APB Opinion No. 29 to
eliminate the exception for nonmonetary  exchanges of similar  productive assets
and replaces it with a general  exception  for exchanges of  nonmonetary  assets
that do not have commercial substance. The Company believes that the adoption of
this standard will have no material impact on its financial statements.

                                      F-11
<PAGE>
     In March 2004, the Emerging Issues Task Force ("EITF")  reached a consensus
on Issue No.  03-1,  "The  Meaning of  Other-Than-Temporary  Impairment  and its
Application  to Certain  Investments."  The EITF  reached a consensus  about the
criteria  that should be used to  determine  when an  investment  is  considered
impaired,  whether that impairment is other-than-temporary,  and the measurement
of an  impairment  loss and how that criteria  should be applied to  investments
accounted for under SFAS No. 115, "ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND
EQUITY   SECURITIES."  EITF  03-01  also  included   accounting   considerations
subsequent to the recognition of an other-than-temporary impairment and requires
certain  disclosures  about  unrealized  losses that have not been recognized as
other-than-temporary   impairments.   Additionally,   EITF  03-01  includes  new
disclosure  requirements  for  investments  that are  deemed  to be  temporarily
impaired.  In September  2004, the Financial  Accounting  Standards Board (FASB)
delayed  the  accounting  provisions  of  EITF  03-01;  however  the  disclosure
requirements remain effective for annual reports ending after June 15, 2004. The
Company will evaluate the impact of EITF 03-01 once final guidance is issued.

3.   PRINCIPLES OF CONSOLIDATION

     The accompanying  consolidated financial statements include the accounts of
the  Company  and  its  wholly  owned  subsidiary,  BII  and  its  wholly  owned
subsidiary,  BBST. All significant  inter-company accounts and transactions have
been eliminated in  consolidation.  The acquisition of BII on February 24, 2004,
has been accounted for as a purchase and treated as a reverse  acquisition (note
1). The historical results for the year ended December 31, 2004 include both the
Company (from the  acquisition  date) and BII and BBST (for full year) while the
historical  results for the year ended  December 31, 2003 includes only BBST and
BII.

4.   INTANGIBLE ASSETS

         Net intangible assets at December 31, 2004 were as follows:

              Rights to use land                          $   1,666,920
              Fertilizers proprietary technology rights
                                                                968,000
                                                          ---------------
                                                              2,634,920
              Less Accumulated amortization                    (435,281)
                                                          ---------------
                                                          $   2,199,639
                                                          ===============

The Company's office and manufacturing site is located in Yang Ling Agricultural
High-Tech  Industries  Demonstration  Zone in the province of Shaanxi,  People's
Republic of China.  The Company leases land per a real estate  contract with the
government of People's Republic of China for a period from November 2001 through
November 2051. Per the People's  Republic of China's  governmental  regulations,
the Government owns all land.

                                      F-12
<PAGE>

     During July 2003,  the  Company  leased  another  parcel of land per a real
estate  contract  with the  government  of the People's  Republic of China for a
period from July 2003 through June 2053.

     The Company has recognized  the amounts paid for the  acquisition of rights
to use land as intangible asset and amortizing over a period of fifty years. The
"Rights to use land" is being amortized over 50 years period.

     The Company acquired Fluid and Compound Fertilizers  proprietary technology
rights  with  a life  ending  December  31,  2011.  The  Company  is  amortizing
Fertilizers proprietary technology rights over a period of ten years.

     Amortization expense for the Company's intangible assets for the year ended
December 31, 2004 and 2003 amounted to $130,181 and $109,401, respectively.

     Amortization expense for the Company's intangible assets over the next five
fiscal years is estimated to be:  2005-$130,000,  2006-$130,000,  2007-$130,000,
2008-$130,000 and 2009-$130,000.

5.   SHORT TERM LOANS

     Short term loans consisted of the following at December 31, 2004:


       Note payable to bank,  interest rate;  6.51% per annum,
       payable quarterly,  maturity date; 5/30/05,  secured by
       assets of the Company.                                     $      544,500

       Note payable to bank,  interest rate;  6.05% per annum,
       payable quarterly,  maturity date; 10/28/05, secured by
       assets of the Company.                                            423,500

       Short  term  support  loan from the  Shanxi  Technology
       Bureau  of  the  Government  of  People's  Republic  of
       China,   interest  free;   secured  by  assets  of  the
       Company, due on demand.                                            12,100
                                                                  --------------
                                                                  $      980,100
                                                                  ==============

6.   SHAREHOLDERS' EQUITY

     On  February  24,  2004,   BII  entered  into  a  merger   agreement   with
Stratabid.com,  Inc.  (Stratabid) to exchange  12,000,000 shares of Stratabid to
the shareholders of BII (note 14). As a part of the merger,  Stratabid cancelled
3,000,000  shares  of its  issued  and  outstanding  stock  owned by a  majority
shareholder  and declared a stock  dividend of three shares on each share of its
common stock outstanding for all stockholders on record as of February 27, 2004,
after the merger  agreement.  The  Company has a total of  15,268,000  shares of
common stock outstanding as of December 31, 2004.

                                      F-13
<PAGE>
7.    STOCK OPTIONS

     In December 2002, the FASB issued SFAS No. 148  "Accounting for Stock Based
Compensation-Transition  and  Disclosure".  SFAS No.  148 amends  SFAS No.  123,
"Accounting for Stock Based  Compensation",  to provide  alternative  methods of
transition  for a voluntary  change to the fair value based method of accounting
for stock-based employee  compensation.  In addition,  this Statement amends the
disclosure  requirements  of Statement 123 to require  prominent  disclosures in
both annual and interim financial  statements about the method of accounting for
stock-based employee compensation and the effect of the method used, on reported
results.  The Statement is effective for the Companies' interim reporting period
ending January 31, 2003.

     In  compliance  with FAS No.  148,  the  Company has elected to continue to
follow the intrinsic  value method in accounting  for its  stock-based  employee
compensation  plan  as  defined  by APB  No.  25 and  has  made  the  applicable
disclosures below.

     In 2004 the board of  directors  approved  the  creation  of the 2004 Stock
Option Plan.  This plan  provides for the grant of  incentive  stock  options to
employees, directors and consultants. Options issued under this plan will expire
over a maximum term of five years from the date of grant.

     Pursuant to the Stock  Option  Plan,  the  Company  granted  110,000  stock
options to two Directors  (55,000  options each) during the year ended  December
31, 2004,  of which  100,000  stock  options was granted on June 4, 2004 and the
balance of the 10,000 was granted on Dec. 28, 2004.

     On the first  100,000 stock options  granted,  50,000 stock options  vested
immediately  and 50,000  stock  options  became  vested  over 8 equal  quarterly
installments,  with  the  first  installment  vesting  at the end of the  second
quarter of 2004.  The 10,000  stock  options  granted on Dec. 28, 2004 vested on
Dec. 31, 2004.

     The option  exercise price was $5 for the first 100,000 stock options which
was the same as fair value of the shares at the time of granting of the options.
The option  exercise  price was $5.80 for the second  10,000 stock options which
was the same as fair value of the shares at the time of granting of the options.

     Following is a summary of the stock option activity:

                 Outstanding at December 31, 2003
                 Granted                                        110,000
                 Forfeited                                      0
                 Exercised                                      0
                 Outstanding at December 31, 2004               110,000
                                                                =======


                                      F-14
<PAGE>

     Following is a summary of the status of options outstanding at December 31,
2004:
<TABLE>
<CAPTION>
                        Outstanding Options                  Exercisable Options
                        -------------------                  -------------------
                                      Average
                                      Remaining           Average                     Average
                                      Contractual         Exercise                    Exercise
Exercise Price        Number          Life                Price           Number      Price
--------------        ------          -----------         --------        ------      --------
<C>                   <C>             <C>                 <C>             <C>         <C>
$ 5.00                100,000         4.42                $ 5.00          68,750      $ 5.00
$ 5.80                10,000          4.99                $ 5.80          10,000      $ 5.80
</TABLE>
For  options   granted   during  the  year  ended   December   31,   2004,   the
weighted-average fair value of such options was $1.92.

     The assumptions used in calculating the fair value of options granted using
the Black-Scholes option- pricing model are as follows:

First 100,000 stock options granted on June 4, 2004
---------------------------------------------------
Risk-free interest rate                                             4.0%
Expected life of the options                                        5.00 years
Expected volatility                                                 35%
Expected dividend yield                                             0

Second 100,000 stock options granted on December 28, 2004
---------------------------------------------------------
Risk-free interest rate                                             4.0%
Expected life of the options                                        5.00 years
Expected volatility                                                 40%
Expected dividend yield                                             0

     Had the Company determined  employee stock based compensation cost based on
a fair value model at the grant date for its stock  options  under SFAS 123, the
Company's  net  earnings  per share  would have been  adjusted  to the pro forma
amounts for the year ended  December 31, 2004 as follow ($ in thousands,  except
per share amounts):

Net Income - as reported                                        $   5,027
Stock-Based   employee   compensation   expense   included  in
reported net income, net of tax                                         -

Total stock-based employee
compensation expense determined
under fair-value-based method for all
rewards, net of tax                                                  (153)
                                                                ----------------
Pro forma net income                                            $   4,874
                                                                ================

                                      F-15
<PAGE>

Earnings per share:                      Year ended
                                         December 31, 2004
                                         -----------------

Basic, as reported                       $          0.33
Diluted, as reported                     $          0.33
Basic, pro forma                         $          0.32
Diluted, pro forma                       $          0.32

     The Company did not grant any option during year ended December 31, 2003.

8.   SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

     The Company prepares its statements of cash flows using the indirect method
as defined under the Financial Accounting Standard No. 95.

     The Company  paid  $60,231 and $41,359 for  interest  and $0 for income tax
during the year ended December 31, 2004 and 2003, respectively.

9.   EMPLOYEE WELFARE PLAN

The Company has  established  its own employee  welfare plan in accordance  with
Chinese law and  regulations.  The Company makes annual  contributions of 14% of
all  employees'  salaries to employee  welfare  plan.  The total expense for the
above plan  $80,761 and $55,813 for the year ended  December  31, 2004 and 2003,
respectively.  The Company has recorded  welfare payable of $175,758 at December
31, 2004.

10.  STATUTORY COMMON WELFARE FUND

     As stipulated  by the Company Law of the People's  Republic of China (PRC),
net  income  after  taxation  can  only  be   distributed  as  dividends   after
appropriation has been made for the following:

      (i) Making up cumulative prior years' losses, if any;

     (ii) Allocations  to the  "Statutory  surplus  reserve"  of at least 10% of
          income  after  tax,  as  determined  under  PRC  accounting  rules and
          regulations, until the fund amounts to 50% of the Company's registered
          capital;

    (iii) Allocations  of 5-10% of income  after tax,  as  determined  under PRC
          accounting rules and regulations,  to the Company's  "Statutory common
          welfare  fund",  which is  established  for the  purpose of  providing
          employee  facilities  and other  collective  benefits to the Company's
          employees; and

     (iv) Allocations to the discretionary  surplus reserve,  if approved in the
          shareholders' general meeting.

The  Company  established  a reserve  for the annual  contribution  of 5% of net
income to the welfare fund in 2004. The amount included in the statutory reserve
for the year ended December 31, 2004 amounted to $251,370.

                                      F-16
<PAGE>
11.  STATUTORY RESERVE

     In accordance  with the Chinese  Company Law, the company has allocated 10%
of its annual net income,  amounting  $502,740 and $197,036 as statutory reserve
for the year ended December 31, 2004 and 2003, respectively.

12.  FACTORY LOCATION AND LEASE COMMITMENTS

     BBST's  principal  executive  offices  are located at North Part of Xinquia
Road, Yang Ling Agricultural High-Tech Industries  Demonstration Zone Yang Ling,
Shaanzi province,  People's  Republic of China.  BBST owns two factories,  which
includes three  production  lines, an office  building,  one warehouse,  and two
research labs and, is located on 10,900  square meters of land.  The rent of the
office  building is $121 a month from May 20, 2004  through May 20,  2005.  BBST
also leases  warehouses in Yang Ling near the site of Bodisen's  factories.  The
rent of the warehouses is $194 a month from January 2005 through May 2005. Total
future commitment through June 30, 2005 amounts to $1,573.

     The Company has  committed to pay $18,150 to an  advertising  agency for an
advertising campaign, by October 2006.

13.  EARNINGS PER SHARE

     Earnings  per  share  for year  ended  December  31,  2004  and  2003  were
determined by dividing net income for the periods by the weighted average number
of both basic and diluted  shares of common stock and common  stock  equivalents
outstanding.

     The following is an analysis of the  differences  between basic and diluted
earnings per common share in accordance  with Statement of Financial  Accounting
Standards No. 128, "Earnings Per Share".

                                                 For the year ended
                                                 December 31,
                                                 2003               2004
                                                 ------------------ ------------

Weighted average common shares outstanding       15,268,000         15,268,000

Effect of dilutive securities:
     Stock options                               -                      60,356
                                                 ----------------   ------------
Weighted average common shares
     outstanding and common share equivalents    15,268,000         15,328,356
                                                 ================   ============

14.  MERGER AGREEMENT

     On February 11,  2004,  Stratabid  entered  into an  Agreement  and Plan of
Merger  with  Bodisen   Acquisition  Corp.,  a  Delaware   corporation   ("BAC")
wholly-owned by Stratabid,  Bodisen International,  Inc., a Delaware corporation
("BII") and the shareholders of BII. BII has one 100% wholly-owned subsidiary in
Shaanxi,  China,  Yang Ling Bodisen Biology  Science and Technology  Development
Company  Limited  ("BBST").  Under the terms of the agreement,  BAC acquired 100
percent of BII's  stock in  exchange  for the  issuance  by  Stratabid  of three
million  shares  of its  common  stock to the  holders  of BII.  The new  shares
constitute  approximately  79 percent of the  outstanding  shares of  Stratabid,
which changed its name to Bodisen Biotech,  Inc. (the "Company").  The Agreement
and Plan of Merger was closed on February 24, 2004.

                                      F-17
<PAGE>
     BII's  Chairman of the Board was appointed the  Company's  Chief  Executive
Officer.

     At the  Effective  Time,  by virtue of the Merger and without any action on
the part of the BAC, BII or the BII Shareholders, the shares of capital stock of
each of BII and the BAC were converted as follows:

     (a)  Capital  Stock of the BAC.  Each issued and  outstanding  share of the
BAC's capital  stock  continued to be issued and  outstanding  and was converted
into one share of validly issued, fully paid, and non-assessable common stock of
the Surviving  Company (Bodisen  Holdings,  Inc.). Each stock certificate of the
BAC evidencing  ownership of any such shares continued to evidence  ownership of
such shares of capital stock of the Surviving Company.

     (b)  Conversion  of  BII  Shares.  Each  BII  Share  that  was  issued  and
outstanding at the Effective Time was  automatically  cancelled and extinguished
and converted,  without any action on the part of the holder  thereof,  into the
right to receive at the time and in the amounts  described  in the  Agreement an
amount of Acquisition  Shares equal to the number of Acquisition  Shares divided
by the number of BII Shares outstanding  immediately prior to Closing.  All such
BII Shares,  so converted,  were no longer  outstanding  and were  automatically
cancelled  and  retired and ceased to exist,  and each  holder of a  certificate
representing  any such shares  ceased to have any rights with  respect  thereto,
except  the  right to  receive  the  Acquisition  Shares  paid in  consideration
therefore  upon  the  surrender  of such  certificate  in  accordance  with  the
Agreement.

     (c) Within thirty (30) days from the Closing  Date,  Stratabid was required
to sell its business operations, as they exist immediately prior to the Closing,
to Derek Wasson,  former  president.  In  consideration  of the sale, Mr. Wasson
returned 750,000 Common Shares to Stratabid for cancellation.  In addition,  Mr.
Wasson  forgave all  indebtedness  owed by Stratabid to Mr.  Wasson.  Other than
indebtedness  of BII,  Stratabid had no  indebtedness  or other liability of any
kind or nature after the sale of the business to Mr. Wasson, save and except for
liabilities incurred in connection with the Merger.

15.  CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

     Four vendors provided 70% of the Company's raw materials for the year ended
December 31, 2004 and three vendors  provided 51% of the Company's raw materials
for the year ended  December 31,  2003.  The payable  balance for these  parties
amounted to $53,098 and $241,078 at December 31, 2004 and 2003, respectively.

     The  Company's  operations  are  carried out in the PRC.  Accordingly,  the
Company's  business,  financial  condition  and  results  of  operations  may be
influenced by the political,  economic and legal environments in the PRC, by the
general state of the PRC's economy.  The Company's business may be influenced by
changes  in  governmental   policies  with  respect  to  laws  and  regulations,
anti-inflationary measures, currency conversion and remittance abroad, and rates
and methods of taxation, among other things.

                                      F-18
<PAGE>
16.  RECLASSIFICATIONS

     Certain prior period amounts have been  reclassified to conform to the year
ended December 31, 2004 presentation.




                                      F-19