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




FORM
10-Q/A (Amendment No. 1)






þ
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended December 31, 2008ORo
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the transition period from ___________________ to _______________






CHINA
DASHENG BIOTECHNOLOGY COMPANY
 (Exact
name of registrant as specified in its charter)
 
 Nevada
              333-141327
              26-0162321(State
      or other jurisdiction
                of
      incorporation or organization)
              Commission
      File Number
              (I.R.S.
      Employer
                Identification
      No.)
 
 Building
B 17th Floor
 Century
Plaza
 Qingyang
Road
 Lanzhou,
Gansu
 People's
Republic of China
 Telephone
number: (86)931
8441248
 (Address
and telephone number of principal executive offices)
 
 P.O Box
        520767
 Flushing,
        11352, NY
 Telephone
number: (908)
        938-2025
 (Address
and telephone number of United States agent offices)






Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes þ                 No o






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




Large
      accelerated filer      o
            
            
            Accelerated
      filer     oNon-accelerated
      filer        o
            (Do
      not check if a smaller reporting company)
            
            Smaller
      reporting company     þ




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






Yes o                 No þ






As of
      February 5, 2009, 30,000,000 shares of common stock, par value $.001
per share, were outstanding.




---

|TABLE OF CONTENTS                                                                                                        |      
|------------------------------------------------------------------------------------------------------------------------ | -----
|                                                                                                                         |      
|PART I. FINANCIAL INFORMATION                                                                                            |      
|                                                                                                                         |      
|Item 1. Financial Statements Consolidated Balance Sheets as of
    June 30, 2008
      (Unaudited) and December 31, 2008 | 3    
|                                                                                                                         |      
|Consolidated Statements of Operations for three months and
      six months ended December 31, 2008 and 2007 (Unaudited) | 4    
|                                                                                                                         |      
|Consolidated Statements of Cash Flows for
      the  six months ended December 31, 2008 and 2007 (Unaudited)             | 5    
|                                                                                                                         |      
|Notes to Consolidated Financial Statements                                                                               | 6 - 9
|                                                                                                                         |      
|Item 2. Management's Discussion and Analysis of Financial
      Condition and Results of Operations                      | 10   
|                                                                                                                         |      
|Item 3. Quantitative and Qualitative Disclosures About
      Market Risk                                                 |      
|                                                                                                                         |      
|Item 4. Controls and Procedures                                                                                          | 12   
|                                                                                                                         |      
|PART II. OTHER INFORMATION                                                                                               |      
|                                                                                                                         |      
|Item 1. Legal Proceedings                                                                                                | 13   
|                                                                                                                         |      
|Item 2. Unregistered Sales of Equity Securities and Use of
      Proceeds                                                | 13   
|                                                                                                                         |      
|Item 3. Defaults Upon Senior Securities                                                                                  | 13   
|                                                                                                                         |      
|Item 4. Submission of Matters to a Vote of Security Holders                                                              | 13   
|                                                                                                                         |      
|Item 5. Other Information                                                                                                | 13   
|                                                                                                                         |      
|Item 6. Exhibitions                                                                                                      | 13   
|                                                                                                                         |      
|Signatures                                                                                                               | 14   

---

CHINA DASHENG BIOTECHNOLOGY COMPANY(FORMERLY NAMED
AS MAX NUTRITION INC.)CONSOLIDATED BALANCE SHEETSAS OF
DECEMBER 31, 2008 and JUNE 30, 2008(in US DOLLARS)

|                                                                                                       |   | 31-Dec-08   |  |   | 30-Jun-08  | 
|------------------------------------------------------------------------------------------------------ | - | ----------- |  | - | ---------- | 
|                                                                                                       |   | (UNAUDITED) |  |   |            | 
|ASSETS                                                                                                 |  
|Current assets:                                                                                        |   |             |  |   |            | 
|Cash & cash
      equivalents                                                                          | $ | 7,820,979   |  | $ | 1,561,403  | 
|Accounts receivable, net of allowance
      for doubtful accounts of $22,831 and $16,303, respectively |   | 3,306,404   |  |   | 3,244,476  | 
|Inventory                                                                                              |   | 463,356     |  |   | 561,883    | 
|Advances to suppliers                                                                                  |   | 88,090      |  |   | 1,486,379  | 
|Due from related parties                                                                               |   | 94,247      |  |   | 1,580,820  | 
|Prepayments and other
      current assets                                                             |   | 22,048      |  |   | 35,675     | 
|                                                                                                       |   |             |  |   |            | 
|Total current assets                                                                                   |   | 11,795,124  |  |   | 8,470,636  | 
|                                                                                                       |   |             |  |   |            | 
|Investment in Real Estate Ventures                                                                     |   | 6,518,218   |  |   | 6,483,437  | 
|                                                                                                       |   |             |  |   |            | 
|Property, plant and equipment, net of
      accumulated depreciation                                   |   | 1,457,819   |  |   | 1,618,829  | 
|                                                                                                       |   |             |  |   |            | 
|Other Assets                                                                                           |   |             |  |   |            | 
|Land use right, net of accumulated
      amortization                                                  |   | 1,484,856   |  |   | 1,531,555  | 
|Notes receivable                                                                                       |   | 1,046,745   |  |   | 998,502    | 
|Long-term prepayments                                                                                  |   | 1,264,562   |  |   | 1,150,082  | 
|                                                                                                       |   |             |  |   |            | 
|Total other
      assets                                                                               |   | 3,796,163   |  |   | 3,680,139  | 
|                                                                                                       |   |             |  |   |            | 
|**Total
      Assets**                                                                                 | $ | 23,567,324  |  | $ | 20,253,041 | 
|                                                                                                       |   |             |  |   |            | 
|                                                                                                       |   |             |  |   |            | 
|LIABILITIES AND
      STOCKHOLDERS' EQUITY                                                             |  
|Current liabilities:                                                                                   |   |             |  |   |            | 
|Accounts payable                                                                                       | $ | 287,287     |  | $ | 725,680    | 
|Accrued expenses and other
      payables                                                              |   | 747,279     |  |   | 809,463    | 
|Payable to
      related parties                                                                       |   | 18,143      |  |   | -          | 
|                                                                                                       |   |             |  |   |            | 
|Total current liabilities                                                                              |   | 1,052,709   |  |   | 1,535,143  | 
|                                                                                                       |   |             |  |   |            | 
|Long-term payable - land use right                                                                     |   | 1,466,963   |  |   | 1,459,137  | 
|                                                                                                       |   |             |  |   |            | 
|Minority Interest                                                                                      |   | 3,159,318   |  |   | 2,282,109  | 
|                                                                                                       |   |             |  |   |            | 
|Stockholders' Equity:                                                                                  |   |             |  |   |            | 
|Preferred stock, $0.001 par
      value, 1,000,000 shares authorized,                                  |   |             |  |   |            | 
|- 0 -
      shares issued and outstanding at December 31, 2008 and June 30, 2008                       |   | -           |  |   | -          | 
|Common stock, $0.001 par value,
      74,000,000 and 74,000,000 shares                                 |   |             |  |   |            | 
|authorized, 30,000,000 and 30,000,000 shares issued and outstanding
      at                           |   |             |  |   |            | 
|December 31, 2008 and June 30,
      2008, respectively                                                |   | 30,000      |  |   | 30,000     | 
|Additional
      paid-in-capital                                                                       |   | 3,846,035   |  |   | 3,846,035  | 
|Statutory surplus reserve and
      common welfare fund                                                |   | 2,771,281   |  |   | 1,837,187  | 
|Retained
      earnings                                                                                |   | 10,135,534  |  |   | 8,009,800  | 
|Accumulated other comprehensive
      income                                                           |   | 1,105,484   |  |   | 1,253,630  | 
|                                                                                                       |   |             |  |   |            | 
|Total
      stockholders' equity                                                                       |   | 17,888,334  |  |   | 14,976,652 | 
|                                                                                                       |   |             |  |   |            | 
|Total Liabilities and Stockholders' Equity                                                             | $ | 23,567,324  |  | $ | 20,253,041 | 

See accompanying notes to the Unaudited Consolidated Financial
Statements

3

---

CHINADASHENGBIOTECHNOLOGYCOMPANY(FORMERLYNAMEDAS MAXNUTRITIONINC.)CONSOLIDATEDSTATEMENTSOFOPERATIONSFOR THE SIX ANDTHREEMONTHSENDEDDECEMBER31, 2008
AND 2007(in USDOLLARS)

|                                                     | For the six
    months ended December 31, | For
    the three months ended December 31,
|---------------------------------------------------- | ----------------------------------------- | -------------------------------------------
|                                                     |                                           | 2008                                       
|                                                     |                                           | (Unaudited)                                
|                                                     |                                           |                                            
|Net Sales                                            | $                                         | 10,768,309                                 
|                                                     |                                           |                                            
|Cost of Sales                                        |                                           | (5,604,860)                                
|                                                     |                                           |                                            
|Gross profit                                         |                                           | 5,163,449                                  
|                                                     |                                           |                                            
|Operating Expenses:                                  |                                           |                                            
|Selling expenses                                     |                                           | 649,909                                    
|General and administration expense                   |                                           | 825,167                                    
|                                                     |                                           |                                            
|Total operating expenses                             |                                           | 1,475,076                                  
|                                                     |                                           |                                            
|Income from
    Operations                           |                                           | 3,688,373                                  
|                                                     |                                           |                                            
|Other Income
    and Expenses:                       |                                           |                                            
|Interest income (expenses)                           |                                           | 53,592                                     
|Other income                                         |                                           | 2,925                                      
|Other expenses                                       |                                           | (5,099)                                    
|                                                     |                                           |                                            
|Total other income and
    (expense)                 |                                           | 51,418                                     
|                                                     |                                           |                                            
|Income before income taxes and
    minority interest |                                           | 3,739,791                                  
|                                                     |                                           |                                            
|Minority Interest                                    |                                           | (679,966)                                  
|                                                     |                                           |                                            
|Net income                                           | $                                         | 3,059,825                                  
|                                                     |                                           |                                            
|Other Comprehensive Income:                          |                                           |                                            
|Foreign currency
    translation adjustment          |                                           | (148,147)                                  
|                                                     |                                           |                                            
|Comprehensive
    income                             | $                                         | 2,911,678                                  
|                                                     |                                           |                                            
|Basic and
    Diluted Income per common share        |                                           |                                            
|Basic                                                | $                                         | 0.10                                       
|Diluted                                              | $                                         | 0.10                                       
|                                                     |                                           |                                            
|Weighted
    average common share outstanding        |                                           |                                            
|Basic                                                |                                           | 30,000,000                                 
|Diluted                                              |                                           | 30,000,000                                 

See accompanying notes to the Unaudited Consolidated Financial
Statements

4

---

CHINA DASHENG BIOTECHNOLOGY COMPANY(FORMERLY NAMED
AS MAX NUTRITION INC.)CONSOLIDATED STATEMENTS OF CASH
FLOWSFOR THE SIX MONTHS ENDED DECEMBER 31, 2008 AND 2007(
in US DOLLARS)

|                                                                                        |   | For the six months ended December 31, |  
|--------------------------------------------------------------------------------------- | - | ------------------------------------- | -
|                                                                                        |   | 2008                                  |  
|                                                                                        |   | (Unaudited)                           |  
|                                                                                        |   |                                       |  
|Cash Flows From Operating
      Activities:                                             |   |                                       |  
|Net income                                                                              | $ | 3,059,825                             |  
|Adjustments
      to reconcile net income to net cash provided by operating activities: |   |                                       |  
|Minority interest in net income of consolidated
      subsidiaries                      |   | 679,966                               |  
|Interest income from real estate project                                                |   | -                                     |  
|Bad debt expense                                                                        |   | 6,528                                 |  
|Depreciation expense                                                                    |   | 158,023                               |  
|Amortization expense                                                                    |   | 46,699                                |  
|Loss on sale of
    fixed asset                                                         |   | 4,923                                 |  
|                                                                                        |   |                                       |  
|Changes
      in operating assets and liabilities:                                      |   |                                       |  
|Accounts receivable                                                                     |   | (68,455                               | )
|Inventory                                                                               |   | (71,612                               | )
|Advance to suppliers                                                                    |   | 1,398,289                             |  
|Prepayments and other current assets                                                    |   | (100,852                              | )
|Accounts payable                                                                        |   | (268,254                              | )
|Accrued expenses and other current liabilities                                          |   | (62,186                               | )
|                                                                                        |   |                                       |  
|Cash provided (used) by
      operating activities                                      |   | 4,782,894                             |  
|                                                                                        |   |                                       |  
|Cash Flows From Investing
      Activities:                                             |   |                                       |  
|Purchases of property, plant and equipment                                              |   | 1,935                                 |  
|                                                                                        |   |                                       |  
|Cash used in investing activities                                                       |   | 1,935                                 |  
|                                                                                        |   |                                       |  
|Cash Flows From Financing Activities:                                                   |   |                                       |  
|Repayment of long-term debt                                                             |   | -                                     |  
|Amounts received from (paid to) related parties                                         |   | -                                     |  
|Collection from related parties                                                         |   | 1,513,196                             |  
|                                                                                        |   |                                       |  
|Cash provided by
      financing activities                                             |   | 1,513,196                             |  
|                                                                                        |   |                                       |  
|Effect of currency exchange rate on cash
      and cash equivalents                     |   | (38,449                               | )
|                                                                                        |   |                                       |  
|Increase in cash and cash
      equivalents                                             |   | 6,259,576                             |  
|                                                                                        |   |                                       |  
|Cash and Cash Equivalents - Beginning of
      the year                                 |   | 1,561,403                             |  
|                                                                                        |   |                                       |  
|Cash and Cash Equivalents - Ending of
      the year                                    | $ | 7,820,979                             |  
|                                                                                        |   |                                       |  
|                                                                                        |   |                                       |  
|Supplemental disclosures of cash flow information:                                      |   |                                       |  
|Interest paid                                                                           | $ | 41,760                                |  
|Income Taxes paid                                                                       |   | -                                     |  

See accompanying notes to the Unaudited Consolidated Financial
Statements

5

---

CHINA DASHENG BIOTECHNOLOGY COMPANY NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

NOTE 1  ORGANIZATION AND DESCRIPTION OF BUSINESS

China Dasheng Biotechnology Company (Dasheng or the
Company) was incorporated in the state of Nevada on January 12, 2007, under
the original name of Max Nutrition Inc, as a holding vehicle for selling the
nutritional supplements.

On January 29, 2008, Pursuant to an Agreement and Plan of
Reorganization, American Spring Pharmaceutical, Inc., a Delaware corporation
(ASPI) purchased an aggregate of 7,700,000 shares of the 10,000,000 issued and
outstanding shares of Max Nutrition common stock for $183,000 and ASPI's
transfer of 100% of the issued and outstanding shares of Gansu Dasheng Biology
Science and Technology Stock Co., Ltd. (Dasheng) to Max Nutrition in exchange
for 20,000,000 shares of the common stock of Max Nutrition. Upon completion of
the transaction, ASPI distributed 27,700,000 shares of Max Nutrition common
stock it received from Max Nutrition and the Max Nutrition' previous principal
stockholder to Dasheng's shareholders, pro rata. At the effective time of the
merger, the total number of shares of Max Nutrition acquired and number of
shares of Max Nutrition Common Stock issued to the shareholders of Dasheng
pursuant to the agreement, represented approximately 92.33% of the outstanding
shares of Max Nutrition's common stock after giving effect to Max Nutrition's
acquisition of Dasheng. As a result of the ownership interests of the former
shareholders of Dasheng, for financial statement reporting purposes, the merger
between the Company and Dasheng has been treated as a reverse acquisition with
Dasheng deemed as the accounting acquirer and the Max Nutrition deemed the
accounting acquire in accordance with Statement of Financial Accounting
Standards No. 141 Business Combinations (SFAS No. 141). The reverse merger
is deemed as a recapitalization of Dasheng and the net assets of Dasheng (the
accounting acquirer) are carried forward to the Company (the legal acquirer and
the reporting entity) at their historical carrying value before the combination.
The assets and liabilities of Dasheng are recorded at historical cost.

Gansu Dasheng Biology Science and Technology Stock Co., Ltd.
was incorporated on October 16, 2002, in the City of Lanzhou, Gansu Province,
People's Republic of China (PRC). Dasheng operates within the biological
products and agents market. This space includes organic fertilizers,
non-chemical agents, and biological agents based additives.

On March 6, 2008, the Company changed its name to China Dasheng
Biotechnology Company.

The Company derived its revenues from the sale of products in
the biological products and agents market. All revenues generated are from sales
to customers in China. The Company has two majority-owned subsidiaries in China.
It has 80% interest in Hainan Lüshen Biology Technology Co., Ltd. (Lüshen)
located in HaiKou, Hainan Province, China. Lüshen engages in developing,
manufacturing and marketing artificial microorganisms (AM), high-efficiency
microorganism (HM) based biological bacterium blends, and biological
preservatives. The Company also has a 60% interest in Yangling Elemiss Foods Co., Ltd. (Elemiss) located in City of
Yangling, Shaanxi Province, China. Elemiss engages in developing, manufacturing
and marketing artificial microorganism (AM) based biological bacterium blends,
and Bulgarian lactobacillus live stock feed additives.

6



---



CHINA DASHENG BIOTECHNOLOGY COMPANY NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim financial statements

The accompanying unaudited interim financial statements of
China DaSheng Biotechnology Company have been prepared in accordance with
accounting principles generally accepted in the United States of America and the
rules of the Securities and Exchange Commission, and should be read in
conjunction with the audited consolidated financial statements and notes thereto
contained in the Company's Amendment No. 1 to Annual Report filed with the SEC
on Form 10-K/A. In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the interim periods presented have
been reflected herein. The results of operations for the interim periods are not
necessarily indicative of the results to be expected for the full year. Notes to
the consolidated financial statements which would substantially duplicate the
disclosure contained in the audited consolidated financial statements for 2008
as reported in the 10-K/A have been omitted.

Basis of presentation and consolidation

The consolidated financial statements include the financial
statements of DaSheng, and its wholly owned subsidiary, and its majority-owned
subsidiaries, Lüshen and Elemiss. All significant inter-company transactions and
balances among the Company and its subsidiary are eliminated upon consolidation.

Reclassifications

Certain previously reported amounts have been reclassified to
conform to classifications adopted in the period ended December 31, 2008.

NOTE 3  INVENTORY

The inventory consists of the following as of December 31, 2008
and June 30, 2008:

7

---

CHINA DASHENG BIOTECHNOLOGY COMPANY NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

|                  |   | Balance as of     | 
|----------------- | - | ----------------- | 
|                  |   | December 31, 2008 | 
|Raw materials     | $ | 23,089            | 
|Packing materials |   | 41,480            | 
|Work-in-process   |   | 314,629           | 
|Finished goods    |   | 84,158            | 
|                  |   |                   | 
|Total             | $ | 463,356           | 

No allowance for inventory was made as of December 31, 2008 and
June 30, 2008.

NOTE 4  RELATED PARTY TRANSACTIONS

The detail of related party transactions is as follows:

(i) Office space

On December 1, 2006, Lüshen entered into a non-cancellable
operating lease for its manufacturing facility in Hainan Province from Dasheng
Industries Co., Ltd., an affiliate of the Company, expiring November 30, 2026.
Lüshen prepaid the total lease obligation of RMB3.0 million (equivalent to
$439,722 and $437,375 at December 31, 2008 and June 30, 2008 respectively) upon
signing the lease, which approximates the present fair market value of the
lease.

(ii)Due from (+) and to
(-) related parties

|                                       |   | Balance as of     |  
|-------------------------------------- | - | ----------------- | -
|                                       |   | December 31, 2008 |  
|Receivables from shareholders/officers | $ | 94,247            |  
|Payable to shareholder                 |   | (18,143           | )
|                                       |   |                   |  
|Total                                  | $ | 76,104            |  

The advances to shareholders/officers bear no interest and have
no formal repayment terms.

NOTE 5  INCOME TAXES

The Company is governed by the Income Tax Law of the People's
Republic of China concerning foreign invested companies, which, until January
2008, generally subject to tax at a statutory rate of 33% (30% state income tax plus 3%
local income tax) on income reported in the statutory financial statements after
appropriate tax adjustments.

8

---

CHINA DASHENG BIOTECHNOLOGY COMPANY NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

Substantially all of the Company's taxable income and related
tax expense are from PRC sources. Dasheng, Lüshen and Elemiss file separate
income tax returns under the Income Tax Law of the People's Republic of China
concerning Foreign Investment Enterprises and Foreign Enterprises and local
income tax laws (the PRC Income Tax Law). In accordance with the relevant
income tax laws, the profits of the Company derived from agribusiness are fully
exempted from income taxes and the profits of the Company derived from real
estate investment are subject to income taxes. As of September 30, 2008 and
2007, the Company derived all of its revenues and profits from its agriculture
business.

On March 16, 2007, the National People's Congress of China
approved the Corporate Income Tax Law of the People's Republic of China (the
New CIT Law), which is effective from January 1, 2008. Under the new law, the
corporate income tax rate applicable to all Companies, including both domestic
and foreign-invested companies, will be 25%, replacing the current applicable
tax rate of 33%. However, tax concession granted to eligible companies prior to
the new CIT laws will be grand fathered in.

The Company has been formally approved by the local tax bureau
for the favorable tax benefit enjoyed by the foreign invested company, which
allows two-year tax exemption from income tax from January 1, 2007 through
December 31, 2008, and three-year 50% tax reduction from January 1, 2009 to
December 31, 2011. As a result of this tax reduction benefit, the Company is
still subject to income tax exemption for the three months ended December 31,
2008.

9

---

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

Forward Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking
statements as such term is defined in the Private Securities Litigation Reform
Act of 1995 and information relating to the Company that is based on the beliefs
of the Company's management as well as assumptions made by and information
currently available to the Company's management. When used in this report, the
words anticipate, believe, estimate, expect and intend and words or
phrases of similar import, as they relate to the Company or Company management,
are intended to identify forward-looking statements. Such statements reflect the
current risks, uncertainties and assumptions related to certain factors
including, without limitations, competitive factors, general economic
conditions, customer relations, relationships with vendors, the interest rate
environment, governmental regulation and supervision, seasonality, distribution
networks, product introductions and acceptance, technological change, changes in
industry practices, onetime events and other factors described herein and in
other filings made by the company with the Securities and Exchange Commission.
Based upon changing conditions, should any one or more of these risks or
uncertainties materialize, or should any underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated, expected or intended. The Company does not intend to update
these forward-looking statements.

Management's Discussion and Analysis of Financial Condition and
Results of Operations

RESULTS OF OPERATIONS  Second Quarter of Fiscal 2008
compared to Second Quarter of Fiscal 2009

RESULTS OF OPERATIONS  Three months ended December
31st, 2008 compared to three months ended December 31st,
2007.

Revenues for the three months
ended December 31st, 2008 were $5,660,793. Compared to $4,708,687 for
the same period of year 2007, there was $952,106 or 20.2% increase in revenues.
This increase is due to the continuous sales growth of AM/HM Crop additives and
FGW Preservatives. Compared to the data in the same period of year 2007, revenue
from AM/HM Crop additives was increased 36.5% in 2008 and revenue from FGW
Preservatives was increased 70.2% . The revenue from AM/HM Livestock feed
additives were slightly down by 7.6%, which might suggest an increased
competition in the livestock feed additive market. Overall, we are still able to
see the healthy operation and potential market growth for our product line.

The following is a breakdown of revenue by products as a
percentage of total revenue:

|                          | Percentage of Q2 2008 | Percentage of Q2 2009
|------------------------- | --------------------- | ---------------------
|Product line             
|AM/HM Crop additives      | $2,552,579.2          | 54.21%               
|AM/HM Livestock additives | $1,915,964.7          | 40.69%               

|FGW Preservatives | $ 240,143.1 | 5.1% | $ 408,709.3 | 7.22%
|----------------- | ----------- | ---- | ----------- | -----
|Total             | $4,708,687  | 100% | $5,660,793  | 100% 

10

---

Most of the revenues were
realized in South region and from Hainan Lushen Subsidiary due to winter season.

Gross profit for the three months
ended December 31st, 2008 was $2,722,538, an increase of $391,934 or
16.8% compared to the same period in year 2007. This increase in gross profit is
due to the revenue growth showed above.

Operating expenses for the three
months ended December 31st, 2008 were $669,324. Compared to $534,995
in the same period on year 2007, the operating expenses was increased by
$134,329 or 25.1% overall. Within it, we can see the selling expense was
increased by $48,256 or 19.2% and general administration expense by $85,983 or
30.2%. The big jump for the general administration expense was due to the
increased spending on sales promotion, advertising and professional fees. This
also reflects the increased competition in the industry.

Even facing the increased
competition, the net income for the three months ended December 31st,
2008 was $1,731,555, and increase of $233,158 or 15.6% compared to the same
period in year 2007. The increase in net income is due to our sales growth and
we can see we are able to keep healthy profit margin.

RESULTS OF OPERATIONS  First Two quarters of 2009 Compared
to First Two Quarters of 2008

The Company has one reportable segment that is engaged in
manufacturing and marketing certain products that are primarily fertilizer and
livestock feed.

Net Sales increased from
    $7,715,124 in the first two quarters of fiscal 2008 to $10,768,309 in the
    first two quarters of fiscal 2009, an increase of $3,053,185 or 39.6%. This
    is due to an increase in our unit sales. Gross Profit increased from
    $3,525,286 in the first two quarters of fiscal 2008 to $5,163,449 in the
    first two quarters of fiscal 2009 an increase of $1,638,163 or 46.5%. The
    higher revenues and gross profits reflect a greater acceptance of the
    Company's products. The increase for the general administration expense was
    due to the increased spending on sales promotion, advertising and
    professional fees. Net Income increased from $2,154,252 in the first two
    quarters of Fiscal 2008 to $3,059,825 in the first two quarters of fiscal
    2009, an increase of $905,573 or 42.0%.

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LIQUIDITY AND CAPITAL RESOURCES

We continued to strengthen our
    balance sheet in the second quarter of fiscal year 2009. Total assets and
    stockholders' equity have both increased. Currently, we utilized short-term
    bank financing to provide operating liquidity needs for our operation and
    growth. For the long-term, we plans to seek additional equity or debt to
    increase our plant capacity and company head counts to support the increased
    operation activities.

Cash flow from operating
    activities increased by $3,265,456 compared the six months ended December
    31, 2008 to the six months ended December 31, 2007. The increase is due to
    increase in net income and less advance payment to suppliers.

Cash flow from financing activities increased by
    $1,840,993 compared the six months ended December 31, 2008 to the six months
    ended December 31, 2007. The increase is due to the collection of notes
    receivables from related parties.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

The discussion and analysis of our financial condition and
results of operations are based on our unaudited financial statements, which
have been prepared according to U.S. generally accepted accounting principles.
In preparing these financial statements, we are required to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses and related disclosures of contingent assets and liabilities. We
evaluate these estimates on an ongoing basis. We base these estimates on
historical experience and on various other assumptions that we believe are
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities. Actual
results may differ from these estimates under different assumptions or
conditions.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our Securities
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to our management, including our Principal
Executive Officer and Principal Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, as ours are
designed to do, and management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.

As of December 31, 2008, we carried out an evaluation, under
the supervision and with the participation of our management, including our
Principal Executive Officer and Principal Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934. Based upon that evaluation, our Principal Executive
Officer and Principal Financial Officer concluded that our disclosure controls
and procedures are effective in enabling us to record, process, summarize and
report information required to be included in our periodic SEC
filings within the required time period.

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(b) Changes in Internal Controls

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

The company is not party to any material legal proceeding.

Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

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a) EXHIBITS

|Exhibit No. | Description                                                                                                                                                                               
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1        | Certification of the Principal Executive Officer pursuant
to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as
amended                                         
|31.2        | Certification of the Principal Financial Officer pursuant
to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as
amended                                         
|32          | Certifications of the Principal Executive Officer and
Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

b) REPORTS ON FORM 8-K

On November 20, 2008, the Company filed a report on Form 8-K,
dated November 17, 2008, responding to Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers which reflected the resignation of
its CEO and appointment of new officers and a new director

On October 28, 2008, the Company filed a report on Form 8-K,
dated October 23, 2008, responding to ITEM 7.01. Regulation FD Disclosure which
included information shown to attendees at a conference.

SIGNATURES

Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

China Dasheng Biotechnology Company

By:

/s/ Sidong Zhang      Sidong Zhang 
Chief Executive Officer and President (Principal Executive
Officer) 
Date: February 18, 2009

/s/ Hongsheng Wang
     Hongsheng Wang Chief
Financial Officer (Principal Financial and Accounting Officer)

Date: February 18, 2009

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