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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                Amendment No. 1 to
                                    FORM 10-Q

|X|  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934
     For the quarterly period ended September 30, 2005.

                                       or

     Transition  Report  Pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934 For the transition period from           to          .

                         Commission File Number 0-49666

                         TIENS BIOTECH GROUP (USA), INC.
             (Exact name of registrant as specified in its charter)


           Delaware                                              75-2926439
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                              No. 6, Yuanquan Road
                         Wuqing New Tech Industrial Park
                              Tianjin, China 301700
           (Address of Principal Executive Offices including zip code)

                               011-86-22-8213-7658
              (Registrant's Telephone Number, Including Area Code)

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

There  were  71,333,586  shares of the  Registrant's  Common  Stock  issued  and
outstanding on April 5, 2006.

Indicate  by check  mark if the  registrant  is a large  accelerated  filer,  an
accelerated  filer or a  non-accelerated  filer.  (check one):
Large Accelerated Filer [ ]   Accelerated Filer [ ]   Non-Accelerated Filer [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act): Yes [ ] No [X]

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<PAGE>

                                EXPLANATORY NOTE

Tiens Biotech Group (USA),  Inc. is filing this Amendment No. 1 to its Quarterly
Report on Form 10-Q for the fiscal  quarter ended  September 30, 2005 to correct
the  column  headings  for  the  two  tables  appearing  under  Part  I,  Item 2
("Management's  Discussion  and Analysis of Financial  Condition  and Results of
Operation")  under the  heading  "Results of  Operations  for the Three and Nine
Months  Ended  September  30, 2005  Compared to the Three and Nine Months  Ended
September 30, 2004".  Except as specifically  referenced herein,  this Amendment
No. 1 does not reflect any event occurring subsequent to September 30, 2005.

                                       -2-
<PAGE>

                         PART I - FINANCIAL INFORMATION

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

FORWARD-LOOKING STATEMENTS:

The following  discussion  of the financial  condition and results of operations
should be read in conjunction  with the  consolidated  financial  statements and
related  notes  thereto.  The  following  discussion  contains   forward-looking
statements. The words or phrases "would be," "will allow," "expect to", "intends
to," "will likely result," "are expected to," "will continue," "is anticipated,"
"estimate,"   "project,"  or  similar   expressions  are  intended  to  identify
"forward-looking  statements".  Such  statements  include those  concerning  our
expected  financial  performance,  our corporate strategy and operational plans.
Actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements as a result of a number of risks and  uncertainties,
including:  (a) those  risks  and  uncertainties  related  to  general  economic
conditions in China,  including regulatory factors that may affect such economic
conditions;  (b)  whether  the  Company  is able to manage  its  planned  growth
efficiently and operate profitable operations,  including whether its management
will be able to identify,  hire,  train,  retain,  motivate and manage  required
personnel or that  management  will be able to  successfully  manage and exploit
existing and potential market opportunities;  (c) whether the Company is able to
generate  sufficient  revenues  or  obtain  financing  to  sustain  and grow its
operations;  and (d) whether it is able to successfully fulfill its requirements
for cash which are  explained  below under  "Liquidity  and Capital  Resources".
Statements  made  herein are as of the date of the filing of this Form 10-Q with
the Securities  and Exchange  Commission and should not be relied upon as of any
subsequent date.

Unless otherwise required by applicable law, the Company does not undertake, and
the Company specifically disclaims any obligation, to update any forward-looking
statements  to  reflect  occurrences,  developments,   unanticipated  events  or
circumstances after the date of such statement.

OVERVIEW

Tiens  Biotech  Group (USA),  Inc.  ("Tiens  USA")  conducts  its main  business
operations   through  its  80%-owned   subsidiary   Tianjin  Tianshi  Biological
Development  Co.,  Ltd.  ("Biological"),  which is based  in  Tianjin,  People's
Republic  of  China  (PRC).  Tiens  USA and its  subsidiaries  are  referred  to
collectively  herein  as  the  "Company."  The  Company  researches,   develops,
manufactures,  and markets nutrition  supplement  products,  including  wellness
products and dietary  supplement  products,  and  personal  care  products.  The
Company  derives its  revenues  principally  from  product  sales to  affiliated
companies  around the world.  The Company has developed and produced seven major
product  series,  six of which are nutrition  supplement  products.  The seventh
series is personal  care  products.  The Company  develops  its  products at its
product  research  and  development  center,   which  employs  highly  qualified
professionals  in the  fields  of  pharmacology,  biology,  chemistry  and  fine
chemistry. The Company has obtained all required certificates and approvals from
government regulatory agencies to manufacture its products in China, including a
Certificate  of Good  Manufacturing  Practices  (GMP)  issued by the State  Drug
Administration and a Sanitary  Certificate for food manufacturers in China ("Jin
(Wuqing)  Wei Shi Zheng Zi" 2004,  No.  0049) and a Sanitary  Certification  for
wellness products  manufacturers ("Jin Wei Jian Zheng Zi" 2004, No. 0006) issued
by the PRC Ministry of Health. In addition,  all of the Company's  products have
been  certified by appropriate  government  regulatory  agencies,  including the
State  Food  and  Drug  Administration   (SFDA)  and  the  Bureau  of  Technical
Supervision, for manufacture and sale in China.

In China,  the Company  conducts the marketing and sales of its products through
its  affiliated  company,  Tianjin  Tianshi  Biological  Engineering  Co.,  Ltd.
("Tianshi  Engineering"),  a company  incorporated in China. Tianshi Engineering
markets  and sells the  Company's  products  in China  through  its  sixty-seven
branches,  representative offices and chain stores, and nine domestic affiliated
companies.  Six of the  nine  domestic  affiliated  companies  are 51%  owned by
Tianshi  Engineering  and 49% by Ms. Baolan Li, the daughter of Mr.  Jinyuan Li,

                                       -3-
<PAGE>

the Company's  Chairman and Chief  Executive  Officer.  The other three domestic
affiliated  companies  are owned by Ms.  Baolan Li and Mr. Li's other  immediate
family  members.  Outside of China,  the Company  sells its products  through an
extensive direct sales force, or multi-level  marketing sales force, of overseas
affiliates and independent  distributors who use the products  themselves and/or
resell them to other distributors or consumers.  These affiliates are located in
approximately  90  countries,  including  the United  States,  India,  Malaysia,
Indonesia,   Canada,  Peru,  Brazil,  Russia,  Kazakhstan,   Mongolia,  Finland,
Lithuania,  Britain, Germany, France, Romania, Ukraine, Portugal, Turkey, Italy,
Nigeria, Ghana, South Africa and Australia. The Company's direct sales marketing
scheme is subject to governmental regulation in each of these countries.

In April 2004,  the Company's  wholly-owned  subsidiary,  Tianshi  International
Holdings  Group  Ltd.,  a  corporation  organized  under the laws of the British
Virgin Islands ("Tianshi International"),  entered a joint venture contract with
Tianjin Tianshi Pharmaceuticals Co., Ltd. ("Tianshi Pharmaceuticals"), a Chinese
company in which the majority  shareholder  is Tianjin  Tianshi  Group Co., Ltd.
("Tianshi  Group"),  a company  organized under the PRC laws, to establish Tiens
Yihai Co. Ltd., a Chinese-Foreign Equity Joint Venture ("Tiens Yihai").  Tianshi
Group is 90%  owned by Mr.  Jinyan Li and 10% owned by Mr.  Li's  daughter,  Ms.
Baolan  Li.  On  September   15,  2004,   the  Board  of  Directors  of  Tianshi
International ratified and approved the Tiens Yihai Joint Venture Project. Tiens
Yihai is  99.4%  owned  by  Tianshi  International  and  0.6%  owned by  Tianshi
Pharmaceuticals.  Tiens Yihai,  located in Shanghai,  PRC,  was  established  to
conduct  research  and  development,  produce  and market  nutrition  supplement
products,  home care and personal care products. As of September 30, 2005, Tiens
Yihai  was  a  developmental  stage  company  and  had  not  yet  conducted  any
operations.

The Company  receives  administrative  support from Tianshi Group in the form of
administrative  services and use of office space. The Company pays Tianshi Group
1% of its annual  sales  income  (excluding  value  added  taxes,  or "VAT") for
administrative services (except for services provided by the officers of Tianshi
Group).

A summary of the Company's organization is described as follows:

Tiens USA is owned 4.91% by public stockholders,  2.8% by officers and 92.29% by
Mr.  Jinyuan  Li.  Tiens  USA  owns  100%  of  Tianshi  International.   Tianshi
International owns 80% of Biological and 99.4% of Tiens Yihai.

Tianshi Group is owned 90% by Mr. Jinyuan Li and 10% by his daughter, Ms. Baolan
Li.  Tianshi  Group owns  87.66% of Tianshi  Pharmaceuticals  and 51% of Tianshi
Engineering.  Tianshi  Pharmaceuticals  owns 20% of Biological and 0.6% of Tiens
Yihai.

Ms.   Baolan  Li  owns  49%  of  Tianshi   Engineering   and  7.29%  of  Tianshi
Pharmaceuticals.

CRITICAL ACCOUNTING POLICIES

Management's  discussion and analysis of its financial  condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting  principles  generally accepted
in the United States. The Company's  financial  statements reflect the selection
and  application  of  accounting  policies  which  require  management  to  make
significant  estimates and judgments.  See note 2 to the Company's  consolidated
financial statements,  "Summary of Significant  Accounting Policies." Management
bases its estimates on historical  experience  and on various other  assumptions
that are believed to be reasonable under the  circumstances.  Actual results may
differ from these  estimates  under  different  assumptions or  conditions.  The
Company  believes  that  the  following  reflect  the more  critical  accounting
policies that currently affect the Company's  financial condition and results of
operations.

                                       -4-
<PAGE>

<TABLE>
<CAPTION>

Revenue recognition
-------------------

The Company recognizes revenue from domestic sales by distributors in China, net
of sales commissions and taxes, when the related Chinese distributor  recognizes
sales of the  Company's  products to  unaffiliated  third  parties.  The Company
recognizes revenue from international (non-Chinese) sales to both affiliated and
unaffiliated third parties, net of commissions and taxes, when goods are shipped
and cleared by the international customs department.

The Company is generally not contractually obligated to accept returns. However,
on a case by case  negotiated  basis,  the Company  permits  customers to return
product. In accordance with SFAS No. 48, "Revenue  Recognition when the Right of
Return Exists",  revenue is recorded net of an allowance for estimated  returns.
Such reserves are based upon  management's  evaluation of historical  experience
and estimated costs. The amount of the reserves ultimately required could differ
materially  in  the  near  term  from  amounts   included  in  the  accompanying
consolidated financial statements.

As of September 30, 2005, Tianshi Engineering,  an affiliated company, owned all
of the related party distributors which sell the Company's products domestically
in China.

Bad debts
---------

The Company's business  operations are conducted  primarily in China. During the
normal  course  of  business,  the  Company  extends  unsecured  credit  to  its
customers.  Management  reviews its accounts  receivable  on a regular  basis to
determine  if the bad debt  allowance  is adequate at each fiscal year end.  The
Company records a provision for accounts receivable trade which ranges from 0.3%
to 0.5% of the  outstanding  accounts  receivable  balance  in  accordance  with
generally accepted accounting principles in China.

Inventories
-----------

The Company  records  reserves  against its  inventory to provide for  estimated
obsolete or unsalable inventory based on assumptions about future demand for its
products and market conditions.  If future demand and market conditions are less
favorable than management's assumptions,  additional reserves could be required.
Likewise,  favorable future demand and market conditions could positively impact
future operating results if previously reserved for inventory is sold.


RESULTS OF  OPERATIONS  FOR THE THREE AND NINE MONTHS ENDED  SEPTEMBER  30, 2005
COMPARED TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004

                                            Three Months Ended                        Nine Months Ended
                                              September 30,                              September 30,
                                          2005             2004         Change       2005             2004         Change
                                      ------------     ------------    --------  ------------     ------------    --------
<S>                                   <C>              <C>             <C>       <C>              <C>             <C>
Revenue                               $ 19,126,809     $ 18,058,888        5.9%  $ 50,730,467     $ 46,074,775       10.1%

Cost of Sales                         $  4,954,198     $  4,304,640       15.1%  $ 12,609,428     $ 10,922,106       15.5%
Gross Profit                          $ 14,172,611     $ 13,754,248        3.0%  $ 38,121,039     $ 35,152,669        8.4%
Gross Profit Margin                           74.1%            76.2%                     75.1%            76.3%
Selling, General and Administrative   $  2,795,414     $  2,437,047       14.7%  $  7,894,965     $  5,055,967       56.2%
Expenses
Selling, General and Administrative           14.6%            13.5%       1.1%          15.6%            11.0%       4.6%
Expenses as a Percentage of Sales
Other Income (Expense), Net           ($   126,969)    $    205,357     (161.8%) $   (814,133)    $    523,063     (255.7%)
Provision for Income Taxes            $    869,769             --           N/A  $  2,315,214             --           N/A
Net Income                            $  8,204,744     $  9,194,645      (10.8%) $ 21,404,943     $ 24,435,892      (12.4%)
Net Profit Margin                             42.9%            50.9%      (8.0%)         42.3%            53.0%     (10.7%)
</TABLE>

REVENUE.  For the three  months  ended  September  30,  2005,  revenue was $19.1
million  compared to $18.1  million for the same period in 2004,  an increase of
5.9%.  For the nine months ended  September 30, 2005,  revenue was $50.7 million
compared to $46.1 million for the same period in 2004, an increase of 10.1%. The
breakdown of revenue between domestic and international sales is as follows.

                                       -5-
<PAGE>

<TABLE>
<CAPTION>

Domestic and International Revenue
----------------------------------

                    Three Months Ended                     Nine Months Ended
                       September 30,                          September 30,
Revenue             2005          2004       Change        2005          2004       Change
-------------   -----------   -----------   --------   -----------   -----------   --------
<S>             <C>           <C>           <C>        <C>           <C>           <C>
Domestic        $ 9,181,333   $ 6,183,549      48.5%   $27,494,733   $23,421,659      17.4%
International   $ 9,945,476   $11,875,339     (16.3)%  $23,235,734   $22,653,116       2.6%
</TABLE>

For the three months ended  September 30, 2005,  domestic  revenue  increased to
$9.2  million,  or 48.5%  compared to $6.2  million for the same period in 2004.
Domestic  sales for the nine months ended  September 30, 2005 increased to $27.5
million  from $23.4  million,  or 17%  compared to the same period in 2004.  The
increase  reflects  a  significant  increase  in the  demand  for the  Company's
products in China, resulting from the increase in the Company's networking sales
forces in China and the establishment of 44 new branches in China.

For the three months ended September 30, 2005,  international sales decreased to
$9.9 million,  or (16.3%) compared to $11.9 million for the same period in 2004.
The sharp  increase in sales in China during the third  quarter in 2005 resulted
in the overall market demand for the Company's products exceeding its production
capability.  In  order to  maintain  a stable  market  share in the  competitive
Chinese  market,  the Company  decided to meet the domestic market demand first.
Therefore, the overseas market demand could not be fully satisfied.

The  Company's  international  sales during the nine months ended  September 30,
2005 was $23.2 million compared to $22.7 million for the same period in 2004, an
increase  of 3%. This  reflects a slight  increase in sales in Africa and Russia
during that period.

COST OF SALES.  Cost of sales for the three  months  ended  September  30,  2005
increased to $5.0 million, or 15.1% compared to $4.3 million for the same period
in 2004.  For the nine months ended  September  30, 2005 cost of sales was $12.6
million  compared to $10.9  million for the same period in 2004,  an increase of
15.5%.  The increase was primarily  due to the increased  overhead for expanding
the Company's production space and hiring more production workers.

GROSS PROFIT. Gross profit increased to $14.2 million for the three months ended
September  30, 2005,  or 3.0%,  compared to $13.8 million for the same period in
2004. For the nine months ended  September 30, 2004,  gross profit  increased by
8.4% to $38.1  million,  compared to $35.2  million for the same period in 2004.
The gross profit  margins for the three  months and nine months ended  September
30, 2005 were 74.1% and 75.1%, respectively, compared to 76.2% and 76.3% for the
same periods in 2004,  respectively.  This 1 to 2% decrease was primarily due to
normal fluctuations in costs for materials.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative  expenses  increased  to $2.8  million for the three months ended
September  30, 2005,  or 14.7%,  compared to $2.4 million for the same period in
2004.  For the nine  months  ended  September  30,  2005,  selling,  general and
administrative  expenses  increased to $7.9 million,  or 56.2%  compared to $5.1
million for the same period in 2004.  This sharp  increase for the third quarter
reflects the steps the Company has taken to support an increase in future sales,
and was mainly attributable to:

o    an  increase  in head count,  resulting  in an increase in related  salary,
     welfare and insurance costs. In addition, the Company increased salaries of
     existing employees to meet market salary rates; and

o    an increase in low cost  supplies  expense  relating to  additional  office
     space required by the additional employees.

                                       -6-
<PAGE>

The selling and  administrative  expenses as a percentage of sales  increased to
14.6%  and  15.6%  for the  three and nine  months  ended  September  30,  2005,
respectively, from 13.5% and 11.0% for the same periods in 2004, respectively.

OTHER INCOME (EXPENSE), NET

Other income (expense), net was $0.1 million and $0.8 million of expense for the
three and nine months ended September 30, 2005, respectively, compared to income
of $0.2 and $0.5  million for the same  periods in 2004,  respectively.  For the
three months ended September 30, 2005, the Company incurred $135,777 of interest
relating to the terms of its long-term  loan  agreement  with  Tianyuan  Capital
Development  Corp.  Ltd.,  as more fully  described  under the caption  "Certain
Relationships and Related  Transactions--Notes  Payable." For the same loan, the
interest  incurred  to the  Company  was  $401,554  for the  nine  months  ended
September  30, 2005.  Another  significant  item  included in other  expense was
$328,441  of  additional  taxes and  penalties  paid by the  Company  to the PRC
government  during the first quarter in 2005 as the result of a VAT  examination
by the local government. This was a one-time charge.

PROVISION FOR INCOME TAXES

Provision  for income  taxes  increased to $0.9 million and $2.3 million for the
three and nine months ended September 30, 2005,  respectively,  compared to none
for the same periods in 2004. This was due to the Company's operating subsidiary
in China,  Biological,  becoming subject to an annual income tax rate of 7.5% in
2005. In 2003 and 2004, Biological was exempt from paying income taxes in China.
From January 1, 2005 through  December  31,  2007,  Biological  is subject to an
income tax at a reduced rate of 7.5%.  From January 1, 2008 forward,  Biological
will be subject to a 15% income tax rate.

NET INCOME

As a result of the  foregoing  factors,  net income for the three  months  ended
September  30,  2005 was $8.2  million,  a decrease  of 10.8%  compared  to $9.2
million for the same period in 2004.  For the nine months  ended  September  30,
2005,  net income was $21.4  million,  a decrease of 12.4%  compared to the same
period in 2004.  The  decrease  was  primarily  the result of increases in other
expense and provision for income taxes.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  Company  markets  most  of  its  products   through  various  domestic  and
international  affiliated  companies  that are  related to the  Company  through
common  ownership by Mr. Jinyuan Li and his immediate  family  members.  Related
party sales amounted to 100% of total sales. Internationally,  the Company sells
its products directly to its overseas  affiliates.  Due to the common ownership,
there are no formal sales or  administrative  agreements  among  Biological  and
those overseas  related  parties.  The business  operations  among these related
entities are regulated through internal ordinances. For the domestic market, the
Company sells its products to Tianshi  Engineering,  which in turn sells them on
through its 67  representative  offices,  and 9 other  affiliated  companies  in
China. The Company has a sales contract with Tianshi  Engineering which requires
Tianshi  Engineering  to purchase  all of the  Company's  products to be sold in
China.

Other receivables and note receivable
-------------------------------------

Through  Biological,  the  Company's 80% owned  subsidiary,  the Company is owed
$15,128,016  and  $8,144,740  as of  September  30, 2005 and  December 31, 2004,
respectively,  classified  as other  receivables  from  related  parties.  These
receivables  have been  generated by the Company  making  various cash advances,
short-term  loans and the  allocation  of various  expenses to related  parties.
These are recurring transactions.

On  September  1,  2005,  the  Company  entered a loan  agreement  with  Tianshi
Engineering,  to which the Company  lent  $1,857,000.  The loan is  non-interest
bearing and shall be paid by December 31, 2005.  The purpose of the loan was for
the market  expansion:  the initial stage  investment for the 44 new branches in
China.

                                       -7-
<PAGE>

On September 7, 2005,  the Company  entered a loan agreement with Tianshi Group,
to which the Company  lent  $990,400.  Tianshi  Group shall pay  interest to the
Company at an annual rate of 5.22%.  Both the  principal and the interest of the
loan shall be paid by December  31, 2005,  and $242,000 of the  principal of the
loan was already paid at the end of September  2005. The purpose of the loan was
for the adoption of an  Enterprise  Resource  Planning  system and an electronic
human resources system.

For the nine months  ended  September  30,  2005,  dividends  payable to Tianshi
Pharmaceuticals   in  the  amount  of  $2,913,525  were  used  to  offset  other
receivables from Tianshi Pharmaceuticals.

Accounts payable
----------------

Accounts  payable as of September 30, 2005 and December 31, 2004, due to related
parties were  $247,244  and  $209,199 as of September  30, 2005 and December 31,
2004,  respectively.  These  amounts were  generated  from the  purchases of raw
materials, rent expense and transportation costs.

Other payables
--------------

Other  payables  as of  September  30,  2005  and  December  31,  2004,  include
$1,349,833  and  $945,274,  respectively,  classified  as other  payables due to
related parties. These amounts arose from cash advances from related parties for
payment of management  fees due to related  parties and various  non-operational
transactions incurred with related parties.

On March 25, 2005 the Company entered a loan agreement with Tian Yuan Investment
Ltd, a company owned by Mr. Jinyuan Li, pursuant to which Tianshi  International
borrowed $300,000.  The loan was non-interest  bearing and was paid in September
2005.

Note payable
------------

On September  10, 2004, in order to fund the capital  contribution  due to Tiens
Yihai Co., Ltd. ("Tiens Yihai"),  Tianshi International entered a loan agreement
with Tianyuan  Capital  Development  Corp. Ltd.  ("Tianyuan  Capital") to borrow
$10.65  million.  Mr.  Jinyuan Li is a director of Tiens Yihai and a director of
Tianyuan Capital.

The principal of the loan is required to be paid in ten  consecutive  semiannual
installments  of each  $1,065,774  on June 30 and  December  31st of each  year,
commencing  on December 31, 2006 and ending June 30, 2011.  Interest is required
to be paid on the  outstanding  and  principal  amount  of the loan at an annual
interest rate of 5% on June 30 and December 31, commencing on December 31, 2004.
As of September 30, 2005, the $429,293 of interest  payment for the period ended
June 30, 2005 has been made, and the $135,777 of interest  expense for the three
months ended September 30, 2005 has been accrued.

Rent expense
------------

On June 30, 2003,  the Company  entered a written lease  agreement  with Tianshi
Group to pay annual rent on office facilities  occupied by the Company at a rate
of 1% of total  gross  revenues.  The term of this  agreement  is for five years
commencing  on January 1, 2003.  In  addition,  the Company is  obligated to pay
insurance,  maintenance  and other expenses  related to the premises.  The total
amount  paid on this  lease  amounted  to  $504,470  for the nine  months  ended
September 30, 2005.

                                       -8-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The  Company  typically  generates  positive  cash flow from  operations  due to
favorable gross margins.  Net cash provided by operating activities decreased to
$16.1  million for the nine  months  ended  September  30,  2005,  a decrease of
approximately  26%,  compared to $21.6 million for the same period in 2004.  The
decrease primarily reflects an increase in inventories and the increase in other
receivables  and note  receivable-related  parties,  offset  by an  increase  in
advance  from  customers  -  related  parties,  and  the  decrease  in  accounts
receivable  from  related  parties.  Compared to the  decrease in advances  from
customers-related  parties for the nine months ended  September  30, 2004,  $5.1
million, the advances from  customers-related  parties for the nine months ended
September 30, 2005 increased by $69,607,  since more customers made  prepayments
to the  Company  to insure  that  they  could get  enough  products  to meet the
increasing market demands. The account receivable - related parties decreased by
$598,697 for the nine months  ended  September  30, 2005;  while it increased by
$9,535,479 for the nine months ended September 30, 2004. The  approximately  $10
million difference was mainly the result of the Company's  strengthened internal
control  procedures  and  shortened  payoff  periods,  resulting  in  Biological
collecting more money from customers.

Compared to the nine  months  ended  September  30,  2004,  the net cash used in
investing  activities as of September 30, 2005 increased by $3.8 million,  which
was mainly due to the purchase of fixed assets and  construction  in progress by
Biological  and Tiens Yihai.  About 70% of the increase  occurred in Biological,
which was primarily for the construction of new production  facilities,  renewal
of production equipment and the purchase of IT equipment.

Net cash used in  financing  activities  was  $155,442 for the nine months ended
September  30, 2005,  compared to net cash  provided by financing  activities of
$5.2 million in the same period for 2004.  For the nine months  ended  September
30, 2005, the Company did not have any new long-term  borrowings,  and there was
no much payment on short term notes payable to make during this period.  For the
same period in 2004, the Company  borrowed $10.5 million in long-term  debt, and
made a $5 million of payment on short-term notes payable.

As of September  30, 2005 and  December  31,  2004,  the Company had cash of $52
million  and  $39  million,   respectively,   an  increase  of  $12.8   million.
Approximately 50% of the cash was held in the bank account of Biological and 39%
in the  bank  account  of  Tiens  Yihai.  The  balance  of the  cash,  which  is
accumulated  retained  earnings,  is held by  Biological.  In the third quarter,
2005, $6 million of dividend was paid by Biologicl to Tianshi International. For
the nine months ended  September 30, 2005,  $5,870,986 was paid by Biological to
its minority shareholder, Tianshi Pharmaceuticals, by offsetting account payable
due, and $57,565 was paid in cash.

The inventories at September 30, 2005 increased sharply to $9.1 million compared
to $4.6 million at December 31, 2004. The increased amount of inventories was
mainly due to the increased orders from customers, and the increased number of
domestic branches. Tianshi Engineering established 44 new branches for the nine
months ended September 30, 2005, which new branches required inventories to be
reserved. Therefore, more inventories, including finished goods, raw materials,
packaging materials, work-in-process, and low cost supplies, were built up at
the end of the third quarter in 2005.

As of September 30, 2005 and December 31, 2004, the Company had accounts payable
of $3,279,324  and  $1,791,019,  respectively.  The $1.5 million of increase was
mainly due to an increase  in  purchases  of  materials  due to the  increase in
sales.

Going forward, the Company's primary requirements for cash consist of:

o        the continued  production of existing products and general overhead and
         personnel related expenses to support these activities;
o        continued promotion of networking sales activities;
o        the development costs of new products;
o        construction and development of the business plan for Tiens Yihai, and
o        expansion of production scale to meet the demands of the Company's fast
         growing markets.

                                       -9-
<PAGE>

The Company anticipates that its current operating activities will enable it to
meet the anticipated cash requirements for the 2005 fiscal year.

MANAGEMENT ASSUMPTIONS

Management anticipates,  based on internal forecasts and assumptions relating to
our current  operations  that existing cash and funds  generated from operations
will be sufficient to meet working  capital for at least the next 12 months.  In
the event that plans change,  our assumptions  change or prove  inaccurate or if
other  capital   resources  and  projected  cash  flow  otherwise  prove  to  be
insufficient  to  fund  operations  (due  to  unanticipated  expense,  technical
difficulties,  or otherwise), we could be required to seek additional financing.
There can be no assurance that we will be able to obtain additional financing on
terms acceptable to it, or at all.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

                           PART II - OTHER INFORMATION

Item 6.  EXHIBITS

(b)      Exhibits

10.1     Certificates  Change  and  Technology  Transfer  Agreement  of the  Six
         Wellness Products, dated as of October 26, 2005, by and between Tianjin
         Tianshi biological Development Co., Ltd. and Tianjin Tianshi Biological
         Co. Engineering Ltd.(1)

10.2     Technology Sharing Agreement of Dietary Supplement  Products,  dated as
         of  October  26,  2005,  by  and  between  Tianjin  Tianshi  Biological
         Development  Co., Ltd. and Tianjin Tianshi  Biological  Engineering Co.
         Ltd.(1)

10.3     Certificates  Change and  Technology  Transfer  Agreement  of  Eighteen
         Wellness Products, dated as of October 26, 2005, by and between Tianjin
         Tianshi Biological Development Co., Ltd. and Tianjin Tianshi Biological
         Engineering Co. Ltd.(1)

10.4     Term Loan  Agreement,  dated  September 7, 2005, by and between Tianjin
         Tianshi Biological  Development Co., Ltd. and Tianjin Tianshi Group Co.
         Ltd.(1)

10.5     Term Loan  Agreement,  dated  September 1, 2005, by and between Tianjin
         Tianshi Biological Development Co., Ltd. and Tianjin Tianshi Biological
         Engineering Co., Ltd.(1)

31.1*    Certification of the Principal  Executive Officer pursuant to Section
         302 of the Sarbanes-Oxley Act of 2002.

31.2*    Certification  of the Principal  Financial  Officer pursuant to Section
         302 of the Sarbanes-Oxley Act of 2002.

32.1*    Certification  of  the  Principal   Executive   Officer  and  Principal
         Financial Officer pursuant to Section 906 of the  Sarbanes-Oxley Act of
         2002.

*        Filed herewith.

(1)      Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q
         filed with the Securities and Exchange Commission on
         Novermber 14, 2005.

                                      -10-
<PAGE>

                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the  registrant  has  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                        TIENS BIOTECH GROUP (USA), INC.


Date:  April 7, 2006
                                            /s/ Jinyuan Li
                                            ------------------------------------
                                            Jinyuan Li
                                            Chief Executive Officer
                                            and President
                                            (Principal Executive Officer)

Date:  April 7, 2006
                                            /s/ Wenjun Jiao
                                            ------------------------------------
                                            Wenjun Jiao
                                            Chief Financial Officer
                                            (Principal Accounting Officer)

                                      -11-