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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    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 March 31, 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 |_|

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined on Rule 12b-2 of the Exchange Act). Yes |_| No |X|

There  were  71,333,586  shares of the  Registrant's  Common  Stock  issued  and
outstanding on May 13, 2005.

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<PAGE>

                         TIENS BIOTECH GROUP (USA), INC.
                               Index to Form 10-Q

Part I.   Financial Information

          Item 1.  Condensed Financial Statements (unaudited)

          Consolidated Balance Sheets
                as of March 31, 2005 and December 31, 2004

          Consolidated Statements of Income and Other Comprehensive Income
                for the three months ended March 31, 2005 and 2004

          Consolidated Statements of Shareholders' Equity
                for the three months ended March 31, 2005 and 2004

          Consolidated Statements of Cash Flows
                for the three months ended March 31, 2005 and 2004

          Condensed Notes to Consolidated Financial Statements

          Item 2.  Management's Discussion and Analysis of Financial Condition
                      and Results of Operations

          Item 3.  Quantitative and Qualitative Disclosures About Market Risk

          Item 4.  Controls and Procedures

Part II.  Other Information

          Item 1.  Legal Proceedings

          Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

          Item 3.  Defaults Upon Senior Securities

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

          Item 5.  Other Information

          Item 6.  Exhibits

SIGNATURES

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                                       2
<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

Item 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                TIENS BIOTECH GROUP (USA), INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                   AS OF MARCH 31, 2005 AND DECEMBER 31, 2004

                                     ASSETS
                                     ------
                                                                March 31,     December 31,
                                                                  2005            2004
                                                              ------------    ------------
                                                               (Unaudited)      (Audited)
<S>                                                           <C>             <C>
CURRENT ASSETS:
  Cash                                                        $ 41,590,260    $ 39,243,872
  Accounts receivable - related party, net of allowance for
     doubtful
  accounts of $30,442 at March 31, 2005 and $30,442 at
  December 31, 2004, respectively                                5,533,854       6,058,021
  Other receivables                                                428,928         529,036
  Other receivables and note receivable - related parties       12,457,059       8,144,740
  Inventories                                                    5,565,506       4,567,418
                                                              ------------    ------------
    Total current assets                                        65,575,607      58,543,087
                                                              ------------    ------------

BUILDINGS, EQUIPMENT AND AUTOMOBILES, net                       21,207,363      20,200,806
                                                              ------------    ------------

OTHER ASSETS:
  Intangible asset, net                                            453,870         469,765
  Employee advances                                                 73,947          75,212
  Deposits                                                       5,019,015       4,230,063
                                                              ------------    ------------
    Total other assets                                           5,546,832       4,775,040
                                                              ------------    ------------
      Total assets                                            $ 92,329,802    $ 83,518,933
                                                              ============    ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                            $  2,964,595    $  1,791,019
  Accounts payable - related party                                 256,399         209,199
  Advances from customers - related parties                        681,710         673,349
  Other taxes payable                                            1,018,360         623,113
  Accrued liabilities                                              291,361         428,839
  Other payable - related parties                                1,207,187         945,274
  Current portion of long term debt                                 92,105         155,442
                                                              ------------    ------------
    Total current liabilities                                    6,511,717       4,826,235

NON-CURRENT LIABILITIES:
  Note payable - related party                                  10,657,742      10,657,742
                                                              ------------    ------------

      Total liabilities                                         17,169,459      15,483,977
                                                              ------------    ------------

MINORITY INTEREST                                                9,031,165       7,512,057
                                                              ------------    ------------
SHAREHOLDERS' EQUITY:
  Common stock, $0.001 par value, 260,000,000 shares
     authorized, 71,333,586 issued and outstanding,
     respectively                                                    6,851           6,851
  Paid-in-capital                                                8,906,492       8,906,492
  Statutory reserves                                             9,420,783       9,420,783
  Retained earnings                                             47,806,220      42,200,940
  Accumulated other comprehensive income (loss)                    (11,168)        (12,167)
                                                              ------------    ------------
    Total shareholders' equity                                  66,129,178      60,522,899
                                                              ------------    ------------
      Total liabilities and shareholders' equity              $ 92,329,802    $ 83,518,933
                                                              ============    ============
</TABLE>


The accompanying notes are an integral part of this statement.

                                       3
<PAGE>
<TABLE>
<CAPTION>


                TIENS BIOTECH GROUP (USA), INC. AND SUBSIDIARIES

      CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME FOR
                 THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004

                                                            2005            2004
                                                        ------------    ------------
                                                         (Unaudited)     (Unaudited)
                                                        ------------    ------------
<S>                                                     <C>             <C>

REVENUE - RELATED PARTIES                               $ 14,295,999    $ 11,489,695

COST OF SALES                                              3,457,418       2,729,137
                                                        ------------    ------------

GROSS PROFIT                                              10,838,581       8,760,558

SELLING, GENERAL AND  ADMINISTRATIVE EXPENSES              2,633,875       1,138,696
                                                        ------------    ------------

INCOME FROM OPERATIONS                                     8,204,706       7,621,862

OTHER INCOME (EXPENSE), NET                                 (463,061)        303,757
                                                        ------------    ------------

INCOME BEFORE PROVISION FOR INCOME TAXES AND MINORITY
   INTEREST                                                7,741,645       7,925,619

PROVISION FOR INCOME TAXES                                   616,259            --
                                                        ------------    ------------

INCOME BEFORE MINORITY INTEREST                            7,125,386       7,925,619

MINORITY INTEREST                                          1,520,106       1,513,273
                                                        ------------    ------------

NET INCOME                                                 5,605,280       6,412,346

OTHER COMPREHENSIVE INCOME
    Foreign currency translation adjustment                      999            --
                                                        ------------    ------------

COMPREHENSIVE INCOME                                    $  5,606,279    $  6,412,346
                                                        ============    ============

Weighted average number of shares outstanding             71,333,586      71,998,586
                                                        ============    ============

Earnings per share, basic and diluted                   $       0.08    $       0.09
                                                        ============    ============
</TABLE>



The accompanying notes are an integral part of this statement.


                                       4
<PAGE>
<TABLE>
<CAPTION>

                TIENS BIOTECH GROUP (USA), INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004



                                       Number           Common           Paid-in        Statutory
                                     of shares          stock            capital         Reserve
                                   -------------    -------------    -------------    -------------
                                    (Unaudited)      (Unaudited)       (Unaudited)     (Unaudited)
                                   -------------    -------------     -------------   -------------
<S>                                   <C>           <C>               <C>             <C>
BALANCE December 31, 2003,
   audited                            71,998,586    $       6,851     $   8,906,492   $   3,730,137

    Net income                              --               --                --              --
    Receipt of stock receivable             --               --                --              --
                                   -------------    -------------     -------------   -------------
BALANCE, March 31, 2004,
  unaudited                           71,998,586    $       6,851     $   8,906,492   $   3,730,137
    Cancellation of shares              (665,000)
    Net income                              --               --                --              --
    Adjustment to statutory
      reserve                               --               --                --         5,690,646
    Foreign currency translation
      loss                                  --               --                --              --
                                   -------------    -------------     -------------   -------------
BALANCE, December 31, 2004,
  audited                             71,333,586    $       6,851     $   8,906,492   $   9,420,783
    Net income                              --               --                --              --
    Foreign currency translation
      gain                                  --               --                --              --
                                   -------------    -------------     -------------   -------------
BALANCE, March 31, 2005,
  unaudited                           71,333,586    $       6,851     $   8,906,492   $   9,420,783
                                   =============    =============     =============   =============

                                                                      Accumulated
                                                                         other
                                     Retained         Stock          comprehensive
                                     earnings       receivable       income (loss)        Totals
                                   -------------    -------------    -------------    -------------
                                    (Unaudited)     (Unaudited)       (Unaudited)      (Unaudited)
                                   -------------    -------------    -------------    -------------
BALANCE December 31, 2003,
   audited                         $  20,453,290    $      (6,650)   $      (3,928)   $  33,086,192

    Net income                         6,412,346             --               --          6,412,346
    Receipt of stock receivable             --              6,650             --              6,650
                                   -------------    -------------    -------------    -------------
BALANCE, March 31, 2004,
  unaudited                        $  26,865,636    $        --      $      (3,928)   $  39,505,188
    Cancellation of shares
    Net income                        21,025,950             --               --         21,025,950
    Adjustment to statutory
      reserve                         (5,690,646)            --               --               --
    Foreign currency translation
      loss                                  --               --             (8,239)          (8,239)
                                   -------------    -------------    -------------    -------------
BALANCE, December 31, 2004,
  audited                          $  42,200,940    $        --      $     (12,167)   $  60,522,899
    Net income                         5,605,280             --               --          5,605,280
    Foreign currency translation
      gain                                  --               --                999              999
                                   -------------    -------------    -------------    -------------
BALANCE, March 31, 2005,
  unaudited                        $  47,806,220    $        --      $     (11,168)   $  66,129,178
                                   =============    =============    =============    =============
</TABLE>



The accompanying notes are an integral part of this statement.

                                       5
<PAGE>
<TABLE>
<CAPTION>

                TIENS BIOTECH GROUP (USA), INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004

                                                                    2005            2004
                                                                ------------    -----------
                                                                 Unaudited       Unaudited
                                                                ------------    ------------
<S>                                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                    $  5,605,280    $  6,412,346
  Adjustments to reconcile net income  to cash
     provided by operating activities:
      Minority interest                                            1,519,108       1,513,273
      Depreciation                                                   400,768         241,482
      Amortization                                                    15,895          11,941
      Loss on sale of equipment                                        7,869            --
  (Increase) decrease in assets:
      Accounts receivable - related party                            524,167        (964,355)
      Other receivables                                              100,108            --
      Other receivables and note receivable - related parties     (4,312,319)      6,550,563
      Inventories                                                   (998,088)     (1,114,967)
      Other assets                                                      --          (168,731)
      Employee advances                                                1,265         314,417
      Decrease in deposits                                          (788,952)        (57,930)
  Increase (decrease) in liabilities:
      Accounts payable                                             1,173,576        (167,618)
      Accounts payable - related party                                47,200        (758,570)
      Advances from customers - related parties                        8,361      (5,067,478)
      Wages and benefits payable                                        --             5,595
      Other taxes payable                                            395,247         132,889
      Other payables                                                    --             8,501
      Accrued liabilities                                           (137,478)           --
      Other payables - related parties                               261,913        (440,035)
                                                                ------------    ------------
        Net cash provided by operating activities                  3,823,920       6,451,323
                                                                ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sales of equipment                                     9,071            --
  Purchase of equipment                                           (1,424,265)       (275,127)
                                                                ------------    ------------
        Net cash used in investing activities                     (1,415,194)       (275,127)
                                                                ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from receipt of stock receivable                             --             6,650
  Payments, net of borrowings on short term notes payable            (63,337)       (605,000)
  Payments on long term debt                                            --           (67,305)
                                                                ------------    ------------
        Net cash used in financing activities                        (63,337)       (665,655)
                                                                ------------    ------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                  999            --
                                                                ------------    ------------

INCREASE IN CASH                                                   2,346,388       5,510,541

CASH, beginning of period                                         39,243,872      12,725,043
                                                                ------------    ------------

CASH, end of period                                             $ 41,590,260    $ 18,235,584
                                                                ============    ============
</TABLE>



The accompanying notes are an integral part of this statement.

                                       6
<PAGE>


Note 1 - Background

Background
----------

Tiens Biotech Group (USA),  Inc. (the "Company" or "Tiens "),  formerly known as
Strategika,  Inc.  ("Strategika"),  was  incorporated  on July 13, 1990 as Super
Shops,  Inc.  in the State of  Michigan.  In October  2000,  Super  Shops,  Inc.
reincorporated  in Delaware and changed its name to MIA Acquisition  Corp.,  and
subsequently to Strategika in February 2002.

In August 2003,  Strategika and Tianshi  International,  LI Jinyuan, JIAO Wenjun
and  YAN  Yupeng,  all  Chinese  Nationals  who  were  stockholders  of  Tianshi
International  (the  "Tianshi  Stockholders")  entered an Agreement  and Plan of
Reorganization  (the  "Agreement"),  which was effective  September 9, 2003 (the
"Effective  Date").  Pursuant to the  Agreement,  Strategika  received  from the
Tianshi  Stockholders all of the issued and outstanding  common stock of Tianshi
International,  in exchange for the issuance by Strategika of 68,495,000  shares
of its common stock to the Tianshi Stockholders,  representing 95% of the issued
and outstanding  common stock of Strategika,  giving effect to the issuance.  As
additional  consideration,  Rene  Larrave,  the sole  officer  and  director  of
Strategika prior to the reorganization, contributed all of his Strategika common
stock to Strategika without additional consideration.

Tianshi  International was incorporated  March 24, 2003, in the territory of the
British Virgin Islands. On June 18, 2003, Tianshi International  acquired 80% of
Tianjin Tianshi Biological Development Co., Ltd ("Biological").  Biological is a
Chinese-foreign  equity joint venture company  established under the laws of the
PRC on March 27, 1997.  Biological is subject to the Law on Sino Foreign  Equity
Joint Ventures ("Joint Venture Law"), its  implementation  regulations and other
related rules and regulations  ("Joint Venture  Regulations").  Biological is an
independent  legal  entity  having the legal  structure  of a limited  liability
company, similar to a regular corporation with limited liability organized under
state laws in the United  States of  America.  The  Articles of  Association  of
Biological  provides for a 50 year term with registered  capital of $10,000,000.
As an approved Chinese-foreign equity joint venture, Biological receives special
income tax incentive  treatment from both the local (Wuqing  County) and central
governments in China.  The original  partners in this joint venture were Tianshi
Hong Kong International Development Co., Ltd. ("Tianshi Hong Kong") incorporated
in Hong Kong which  owned 80% of the joint  venture,  and  Tianshi  Engineering,
which owned the remaining 20% of Biological.  Tianshi Hong Kong is owned 100% by
LI Jinyuan. Tianshi Engineering is 49% owned by Ms. Li Baolan and 51% by Tianshi
Group.  In June  2003,  Tianshi  Engineering  transferred  its 20%  interest  in
Biological  for  no  consideration  to  Tianshi   Pharmaceuticals   and  Tianshi
International  acquired  80%  of  Biological  from  Tianshi  Hong  Kong  for  no
consideration. This transfer was made for no consideration,  since LI Jinyuan is
president and sole shareholder of both companies.

As result of the above transactions, Tianshi International is now a wholly owned
subsidiary of the Company and Biological  remained as a 80% owned  subsidiary of
Tianshi  International.  The  summary of Tiens'  organization  is  described  as
follows:

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


                                       7
<PAGE>
<TABLE>
<CAPTION>

NOTE 1 - Background (continued)

Tianshi  Group is owned 90% by Mr. Li Jinyuan  and 10% by his  daughter,  Ms. Li
Baolan. 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.  Li  Baolan   owns  49%  of  Tianshi   Engineering   and  7.29%  of  Tianshi
Pharmaceuticals.

Tianjin Feishi Transportation Co., Ltd. owns 5.05% of Tianshi Pharmaceuticals.

Note 2 - Summary of significant accounting policies

The reporting entity
--------------------

The financial  statements in the Strategika  filings became those of Tiens.  The
consolidated  financial  statements  of  Tiens  reflect  the  activities  of the
following Company subsidiaries:
                                                                              Pecentage
                         Subsidiary                                          Of Ownership
--------------------------------------------------------------------------   ------------
<S>                                                 <C>                      <C>
Tianshi International Holdings Group, Ltd           British Virgin Islands      100.0%
Tianjin Tianshi Biological Development Co., Ltd     P.R.C.                       80.0%
Tiens Yihai Co. Ltd.                                P.R.C.                       99.4%
</TABLE>

Tianshi  International is a corporation  organized under the laws of the British
Virgin  Islands.  Tianshi  International  is a  holding  company  for  Tiens 80%
investment  in  Biological  and its 99.4%  investment  in Tiens Yihai Co.,  Ltd.
("Tiens Yihai").

Biological is a foreign investment joint venture which is incorporated under the
laws of PRC.  Biological is classified as a Foreign Investment  Enterprise (FIE)
in the PRC and is  subject to the FIE laws of the PRC.  Biological  is a Chinese
registered limited liability company with a legal structure similar to a regular
corporation and a limited  liability  company  organized under state laws in the
United  States of America.  The Articles of  Association  provides for a 50 year
term beginning on March 27, 1998 with registered capital of $10,000,000.

The reporting entity, (continued)
---------------------------------

Tiens Yihai Co. Ltd. (Tiens Yihai) is a foreign  investment  joint venture which
is  incorporated  under the laws of PRC.  Tiens Yihai is classified as a Foreign
Investment  Enterprise  (FIE) in the PRC and is  subject  to the FIE laws of the
PRC. Tiens Yihai is a Chinese  registered limited liability company with a legal
structure  similar  to a regular  corporation  and a limited  liability  company
organized  under  state laws in the United  States of America.  The  Articles of
Association  provides  for a 50  year  term  beginning  on  May  27,  2004  with
registered capital of $200,000,000.

Tianshi  International  owns 80% of its  subsidiary  Biological and 99.4% of its
subsidiary  Tiens Yihai.  The remaining 20% and 0.6%  respectively  are owned by
Tianshi Pharmaceuticals whose majority shareholder is Tianshi Group.



                                       8
<PAGE>

Note 2 - Summary of significant accounting policies, (continued)

Nature of operations
--------------------

The Company through its subsidiaries is primarily  engaged in the  manufacturing
and marketing of wellness products,  nutrition  supplement products and personal
care  products.  The  Company  sells its  products  to a sales  force of related
distributors  who in turn sell to  independent  distributors  and  managers  who
resell them to other  distributors or public consumers.  The Company markets its
products in China, South Korea, Japan,  India,  Thailand,  Malaysia,  Indonesia,
Canada, Peru, Brazil, Russia, Kazakhstan, Belarus, Mongolia, Finland, Lithuania,
Britain,  Germany, France, Romania, Ukraine,  Portugal,  Turkey, Italy, Nigeria,
Ghana, South Africa and Australia.

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

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

In 2005, Tianshi Engineering,  a related company, owned all of the related party
distributors which sell the Company's products domestically in China.

Foreign currency translation
----------------------------

The reporting  currency of the Company is the US dollar.  Biological's and Tiens
Yihai's financial records are maintained and the statutory financial  statements
are stated in its local currency,  Renminbi (RMB), as their functional currency.
Results of operations  and cash flow are  translated at average  exchange  rates
during the period,  and assets and  liabilities  are  translated  at the unified
exchange  rate  as  quoted  by the  People's  Bank of  China  at the end of each
reporting period.

This quotation of the exchange rates does not imply free  convertibility  of RMB
to other foreign currencies.  All foreign exchange transactions continue to take
place either through the People's Bank of China or other banks authorized to buy
and sell foreign  currencies at the exchange rate quoted by the People's Bank of
China.

Approval of foreign currency payments by the Bank of China or other institutions
requires submitting a payment application form together with invoices,  shipping
documents and signed contracts.

Translation  adjustments resulting from this process are included in accumulated
other comprehensive income in the consolidated statement of shareholders' equity
and  amounted to $(11,168)  and  $(12,167) as of March 31, 2005 and December 31,
2004, respectively.



                                       9
<PAGE>

Note 2 - Summary of significant accounting policies, (continued)

Transaction  gains and losses  that arise from  exchange  rate  fluctuations  on
transactions  denominated in a currency  other than the functional  currency are
included  in the  results of  operations  as  incurred.  These  amounts  are not
material to the consolidated financial statements.

Income taxes
------------

The Company has adopted  Statement of Financial  Accounting  Standards  No. 109,
"Accounting  for Income Taxes" (SFAS 109).  SFAS 109 requires the recognition of
deferred  income  tax  liabilities  and  assets  for  the  expected  future  tax
consequences  of temporary  differences  between  income tax basis and financial
reporting basis of assets and liabilities. Provision for income taxes consist of
taxes  currently due plus deferred  taxes.  There are no deferred tax amounts at
March 31, 2005 and 2004.

The charge for  taxation is based on the  results  for the year as adjusted  for
items, which are non-assessable or disallowed.  It is calculated using tax rates
that have been enacted or substantively enacted by the balance sheet date.

Deferred  tax is  accounted  for using the  balance  sheet  liability  method in
respect of temporary  differences  arising from differences between the carrying
amount  of  assets  and   liabilities  in  the  financial   statements  and  the
corresponding tax basis used in the computation of assessable tax profit.

In principle,  deferred tax liabilities are recognized for all taxable temporary
differences,  and  deferred tax assets are  recognized  to the extent that it is
probably  that  taxable  profit  will  be  available  against  which  deductible
temporary differences can be utilized.

Income taxes, (continued)
-------------------------

Deferred  tax is  calculated  at the tax rates that are expected to apply to the
period when the asset is realized or the  liability is settled.  Deferred tax is
charged or  credited  in the income  statement,  except when it relates to items
credited or charged  directly to equity,  in which case the deferred tax is also
dealt with in equity.

Deferred tax assets and  liabilities are offset when they relate to income taxes
levied by the same  taxation  authority  and the  Company  intends to settle its
current tax assets and liabilities on a net basis.

The Company is subject to income taxes on an entity  basis on income  arising in
or derived  from the tax  jurisdiction  in which each entity is  domiciled.  The
Company's  subsidiary,  Tianshi  International,  was incorporated in the British
Virgin Islands and is not liable for income taxes.

The Company's  subsidiaries,  Biological and Tiens Yihai, are Sino-Foreign Joint
Ventures  incorporated in the People's Republic of China. Pursuant to the income
tax  laws of the PRC  concerning  Foreign  Investment  Enterprises  and  foreign
Enterprises   and  various  local  income  tax  laws  (the  "Income  Tax  Law"),
Sino-foreign joint venture enterprises generally are subject to income tax at an
effective  rate of 33% (30% state income  taxes plus 3% local  income  taxes) on
income as reported in their statutory financial statements unless the enterprise
is located in  specially-designated  regions or cities for which more  favorable
effective rates apply.

Biological  is located in Special  Economic  Zone and is subject to the  special
reduced income tax rate of 15%. Pursuant to the approval of the relevant PRC tax
authorities,  Biological  is fully  exempt  from PRC income  taxes for two years
starting  from the year  profits are first  made,  followed by a 10% reduced tax
rate for the next three years.



<PAGE>

Note 2 - Summary of significant accounting policies, (continued)

Prior to the year ended December 31, 2002, Biological suffered operating losses.
Biological  started  generating  taxable  profits in the year ended December 31,
2003.  Effective  January 1, 2005,  the two-year 100% exemption for income taxes
expired for  Biological and it became subject to income tax at a reduced rate of
7.5%.

Tiens Yihai is located in a Special  Industry Zone and is subject to the special
reduced  income tax rate of 15%.  Pursuant to the approval of the relevant local
Chinese tax  authorities,  Tiens Yihai is fully exempt from PRC income taxes for
two years  starting  from the year  profits  are first  made,  followed by a 15%
reduced tax rate for the next three years.  In  addition,  in order to encourage
Tiens Yihai doing  business in the special  industry zone, the local Chinese tax
authorities agreed to refund 50% of the total income tax after the five-year tax
break.

Tiens  Yihai  was  established  for the  purposes  of being in the  business  of
research and development,  production and marketing of healthcare, home care and
personal  care  products.   As  of  March  31,  2005,  Tiens  Yihai  is  in  the
developmental  stage of its organization and did not have any operating  income.

The provision for income taxes at March 31 consisted of the following:

                                                 2005         2004
                                              ----------   ----------
Provision for China Income Tax                $  616,259   $     --
                                              ----------   ----------
      Total provision for income taxes        $  616,259   $     --
                                              ==========   ==========

The  following  table  reconciles  the U.S.  statutory  rates  to the  Company's
effective tax rate:

                                                 2005         2004
                                              ----------   ----------
U.S. Statutory rates                                34.0%        34.0%
Foreign income not recoginized in USA              (34.0)       (34.0)
China income taxes                                   7.5         --
                                              ----------   ----------
      Total provision for income taxes               7.5%        --  %
                                              ==========   ==========


Use of estimates
----------------

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  of the United States of America  requires  management to
make estimates and assumptions  that affect the amounts reported in the combined
financial  statements  and  accompanying  notes.  Management  believes  that the
estimates  utilized in preparing its financial  statements  are  reasonable  and
prudent. Actual results could differ from these estimates.


                                       10
<PAGE>

Note 3 - Consolidated financial statements and condensed footnotes

The interim condensed  consolidated  financial  statements presented herein have
been prepared by the Company and include the  unaudited  accounts of the Company
and its subsidiaries.  All significant  inter-company  accounts and transactions
have been eliminated in the consolidation.

These  condensed   consolidated  financial  statements  have  been  prepared  in
accordance with generally  accepted  accounting  principles in the United States
for interim financial  information and the instructions to Form 10-Q and Article
10 of Regulation  S-X.  Certain  information and footnote  disclosures  normally
included in financial statements presented in accordance with generally accepted
accounting principles have been condensed or omitted.  Management of the Company
believes the disclosures made are adequate to make the information presented not
misleading.  The condensed  consolidated  financial statements should be read in
conjunction  with  Tiens'  audited  financial  statements  for the  years  ended
December  31, 2004 and 2003 and notes  thereto  included in Tiens' Form  10-KSB,
dated March 31, 2005.

In the opinion of management,  the unaudited  condensed  consolidated  financial
statements   reflect  all  adjustments  (which  include  only  normal  recurring
adjustments)  necessary to present fairly the financial  position of the Company
as of March 31, 2005 and the results of  operations  for the three  months ended
March 31,  2005 and 2004,  respectively.  Interim  results  are not  necessarily
indicative  of full year  performance  because  of the  impact of  seasonal  and
short-term variations.

Note 4 - Inventories

Inventories  are  stated  at the lower of cost or  market  using  the  first-in,
first-out basis and consist of the following:


                             March 31,    December 31,
                               2005           2004
                           ------------   ------------
                            (Unaudited)     (Audited)
                           ------------   ------------
Raw materials              $  2,548,468   $  2,246,493
Work-in-progress                471,524        284,458
Finished goods                2,545,514      2,036,467
                           ------------   ------------
                           $  5,565,506   $  4,567,418
                           ============   ============


Note 5 - Deposits-non current

The Company as of March 31, 2005 and December 31, 2004 had outstanding  deposits
of $5,019,015  and  $4,230,063,  respectively.  The Company has deposited  $3.59
million with a local government agency to acquire the land use right for land in
Shanghai in connection with its joint venture project  described in note 10. The
land use right is for a term of 50 years and as of March 31,  2005,  the Company
has not  legally  acquired  the right from the  government.  The  deposit is non
refundable.  The balance  represents  deposits  with  vendors for  purchases  of
equipment and construction in progress.

Note 6 - Supplemental disclosure of cash flow information

No income  taxes were paid for the three  months  ended March 31, 2005 and 2004,
respectively.  Interest paid amounted to $2,362 and $87,938 for the three months
ended March 31, 2005 and 2004, respectively.



                                       11
<PAGE>

Note 7 - Earnings per share

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 128,
"Earnings per Share" (SFAS 128). SFAS 128 requires the  presentation of earnings
per share (EPS) as Basic EPS and Diluted EPS. There are no  differences  between
Basic and Diluted EPS for the periods ended March 31, 2005 and 2004.

The weighted average number of shares used to calculate EPS for the period ended
March 31,  2005  (71,333,586)  and 2004  (71,998,586)  reflect  only the  shares
outstanding for those periods.

On July 31, 2004, the board of directors of the Company accepted the resignation
of one of the members of the Board. The resigning  director's  665,000 shares of
common  stock of the Company  were  returned to the  Company  and  cancelled  on
September 14, 2004.

Note 8 - Minority interest

Minority  interest  represents  the  outside   shareholders'  20%  ownership  of
Biological and 0.6% ownership of Tiens Yihai.

 Note 9 - Related party transactions

The  following  is a  description  of  the  various  individuals  and  companies
discussed in the footnotes and their relationship to the Company.

Tianshi  International  Holdings  Group Limited - British  Virgin Island Company
owned 100% by Tiens Biotech Group (USA), Inc.

Li Jinyuan - individual - President and majority shareholder

Li Baolan - individual - daughter of Li Jinyuan

Tianjin Tianshi  Biological  Development  Co., LTD - Chinese joint venture which
        Tianshi International Holdings Group Limited owns 80%

Tianshi Hong Kong  International  Development  Co.,  Limited - Hong Kong Company
        owned 100% by Li Jinyuan

Tianjin Tianshi  Biological  Engineering Co., LTD - Chinese company owned 49% by
        Li Baolan and 51% by Tianjing Tianshi Group Co., Ltd.

Tianjin  Tianshi  Pharmaceuticals  Co., LTD - a Chinese company and the majority
        shareholder is Tianjin Tianshi Group Co., Ltd.

Tianjin Tianshi Group Co., Ltd. - owned 90% by Li Jinyuan and 10% by Li Baolan

Sales
-----

The  Company  sells  products  to  distributors  that are related to the Company
through common ownership. The related party distributors in turn market and sell
the Company's products to independent distributors or end users of the products.
The related  party  distributors  are solely  responsible  for all marketing and
payments of sales commissions to independent distributors.


                                       12
<PAGE>


Note 9 - Related party transactions, (continued)

Related party sales  amounted to  $14,295,999  and  $11,489,695  for the periods
ended  March  31,  2005 and 2004  which  represent  100% of total  sales for the
periods then ended.  Related party  accounts  receivable  related to these sales
amounted to  $5,533,854  and  $6,058,021  as at March 31, 2005 and  December 31,
2004,  respectively,  net of an allowance  for doubtful  accounts of $30,442 and
$30,442, respectively.

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

The Company  through its  Chinese  joint  venture,  Tianjin  Tianshi  Biological
Development  Co.,  Ltd.,  is  owed  additional   amounts   classified  as  other
receivables from various related parties totaling  $12,457,059 and $8,144,740 as
of March 31, 2005 and  December  31,  2004,  respectively  and  consisted of the
following:


                                                       March 31,    December 31,
                                                         2005           2004
                                                     ------------   ------------
Tianjin Juchao Commercial and Trading Co., Ltd       $    311,160   $    311,160
Tianjin Tianshi Biological Engineering Co., LTD         6,679,716      1,710,446
Tianjin Tianshi Pharmaceuticals Co., LTD                2,605,162      2,590,630
Tianjin Tianshi Group Co., Ltd                          2,861,021      3,532,504
                                                     ------------   ------------
            Total                                    $ 12,457,059   $  8,144,740
                                                     ============   ============


These  receivables are generated by the Company making various cash advances and
short term loans and the  allocation  of various  expenses  to related  parties.
These are recurring transactions.  The Company does not charge interest on these
receivables.

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

Accounts  payable due to related  parties  amounted to $256,399  and $209,199 at
March 31, 2005 and December 31, 2004, respectively. These amounts were generated
from  the   purchases  of  raw   materials,   rent  expense  and  the  Company's
transportation costs.

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

The Company has amounts  classified  as other  payables  due to related  parties
which  amounted to $1,207,187 and $945,274 as of March 31, 2005 and December 31,
2004, respectively.  These amounts arose from cash advances from related parties
such as  management  fees due to related  parties  and  various  non-operational
transactions incurred with related parties.

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

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

The  principal  of  the  loan  will  be  paid  in  ten  consecutive   semiannual
installments of $1,065,742 on the last day of each June and December  commencing
December 31, 2006, and ending December 31, 2011. The first interest payment will
be paid on December 31, 2004 at an annual interest rate of 5%. Interest  expense



                                       13
<PAGE>


Note 9 - Related party transactions, (continued)

for the three  months  ended March 31, 2005  amounted to  $132,222.  No interest
payments have made as of March 31, 2005 and accrued interest payable to Tianyuan
Capital amounted  $296,538 and $163,316 on March 31, 2005 and December 31, 2004,
respectively.  The principal payment requirements for the next five years are as
follows:

     Ending
   March 31,                   Amount
---------------            ------------
      2006                 $       --
      2007                    1,065,000
      2008                    2,130,000
      2009                    2,130,000
      2010                    2,130,000
   Thereafter                 3,202,742


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

On June 30,  2003,  the Company  entered  into a written  lease  agreement  with
Tianshi  Group to pay  annual  rent on  these  facilities  at 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 $138,171  and  $118,202  for the three  months ended March 31, 2005 and 2004,
respectively.

Note 10 - Investment in Tiens Yihai Co. Ltd.

On April 20, 2004, Tianshi  International  entered a joint venture contract (the
"Joint Venture Project") with Tianshi  Pharmaceuticals to establish Tiens Yihai.
On September 15, 2004, the board of directors of Tianshi International  ratified
the Joint Venture Project. Tiens Yihai is located in Shanghai, P.R.C., and is in
the  business  of  research  and   development,   production  and  marketing  of
healthcare, home care and personal care products.

In the footnotes of the  Company's  financial  statements  for the quarter ended
June 30, 2004, we described  this  investment as Tiens Ocean Going Co., Ltd. Due
to the translation from Chinese to English, the Company has officially confirmed
that the English name is Tiens Yihai Co., Ltd.

The total amount to be invested in Tiens Yihai will amount to $400  million,  of
which $200  million  will be  registered  capital.  Tianshi  International  will
contribute $198.8 million,  representing  approximately  99.4% of the registered
capital of Tiens Yihai, and Tianshi Pharmaceuticals will contribute $1.2 million
representing   0.6%  of  the   registered   capital  of  Tiens  Yihai.   Tianshi
International will secure additional financing for the remaining $200 million.

A total  of 15% or  approximately  $30,000,000,  of the  registered  capital  is
required to be  contributed by the joint venture  partners,  within three months
after the business  license has been issued.  The remaining  registered  capital
amounts are required to be  contributed  by each joint  venture  partner  within
three years of the issuance of the business license or May 27, 2004. As of March
31, 2005,  Tianshi  International has made its required capital  contribution in
the amount of US $29,861,853.


                                       14
<PAGE>

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.  Tiens  Biotech  Group (USA),  Inc. is referred to herein as "we" or
"our." 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 we are able to manage our planned growth efficiently and
operate profitable operations,  including whether our 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 we are able to generate  sufficient
revenues or obtain financing to sustain and grow our operations; and (d) whether
we are able to successfully  fulfill our primary 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,  we do not  undertake,  and we
specifically disclaim 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. (the "Company" or "Tiens USA"),  formerly known
as Strategika,  Inc. ("Strategika"),  was incorporated on July 13, 1990 as Super
Shops,  Inc.  in the State of  Michigan.  In October  2000,  Super  Shops,  Inc.
reincorporated  in Delaware and changed its name to MIA Acquisition  Corp.,  and
subsequently to Strategika in February 2002.

Tiens USA conducts its main business  operations  through its subsidiary Tianjin
Tianshi  Biological  Development  Co.,  Ltd.  ("Biological"),  which is based in
Tianjin,  Peoples Republic of China (PRC).  Biological  primarily engages in the
research,  development,  manufacturing,  and  marketing of nutrition  supplement
products,  including  wellness  products and dietary  supplement  products,  and
personal care products.  Tiens USA derives its revenues principally from product
sales  to  affiliated  companies  in China  and  outside  of  China.  Since  its
establishment, Biological has developed and produced seven major product series,



                                       15
<PAGE>

of which six are comprised of nutrition supplement products,  and the seventh is
comprised of personal care products. Biological develops its products at its own
product  research  and  development  center,   which  employs  highly  qualified
professionals  in the  fields  of  pharmacology,  biology,  chemistry  and  fine
chemistry.  Biological 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 maufacturers 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 Biological'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,  Biological  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  Biological's  products  in China  through  its  twenty-three
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 Li Baolan, the daughter of Mr. Li Jinyuan,  Tiens
USA's  Chief  Executive  Officer  and  President.  The  other  three  affiliated
companies  are  owned by Ms. Li  Baolan  and Mr.  Li's  other  immediate  family
members.  Outside of China,  Biological  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. Our direct sales marketing scheme is
subject to governmental regulation in each of these countries.

In  April  2004,  Tianshi  International  Holdings  Group  Ltd.,  a  corporation
organized   under   the   laws  of  the   British   Virgin   Islands   ("Tianshi
International"),  entered into 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
International is a wholly-owned subsidiary of Tiens USA and Tianshi Group is 90%
owned by Mr. Li and 10% owned by Mr. Li's daughter,  Ms. Li Baolan. 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,   P.R.C.,   was  established  to  conduct  research  and  development,
production  and  marketing  of  nutrition  supplement  products,  home  care and
personal care products.  As of March 31, 2005,  Tiens Yihai was a  developmental
stage company and had not yet conducted any operations.



                                       16
<PAGE>

Both  Biological and Tianshi  Engineering  receive  administrative  support from
Tianshi  Group.  Biological  pays  Tianshi  Group 1% of its annual  sales income
(excluding  value added taxes  "VAT") for  administrative  services  (except for
services  provided  by the  officers  of  Tianshi  Group) and the use of Tianshi
Group's administrative building.

The summary of Tiens USA's organization is described as follows:

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

Tianshi  Group is owned 90% by Mr. Li Jinyuan  and 10% by his  daughter,  Ms. Li
Baolan. 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.  Li  Baolan   owns  49%  of  Tianshi   Engineering   and  7.29%  of  Tianshi
Pharmaceuticals.

Tianjin Feishi Transportation Co., Ltd. owns 5.05% 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.

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

The Company recognizes revenue from domestic sales by distributors in China, net
of sales  commissions  and  taxes  only  when the  related  Chinese  distributor
recognizes sales of the Company's  products to unaffiliated  third parties.  The
Company  recognizes  revenue  from  international  sales  (non-Chinese)  to both
affiliated and unaffiliated third parties, net of commissions and taxes as 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
their products.  In accordance with SFAS No. 48, "Revenue  Recognition  when the


                                       17
<PAGE>

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 March 31, 2005, Tianshi Engineering,  a related 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 in the People's  Republic of
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  year-end.
However,  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 the PRC.

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

The Company  reviews its inventory  annually for possible  obsolete  goods or to
determine if any reserves are necessary for potential obsolescence.  As of March
15, 2005, the Company has determined  that no reserves are necessary at the year
end.

















                                       18
<PAGE>

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDING MARCH 31, 2005 COMPARED TO THE
THREE MONTHS ENDING MARCH 31, 2004

                                    Three Months Ending March 31,
                                         2005           2004          Change
                                     -----------    -----------    -----------
Revenue                              $14,295,999    $11,489,695             24%
COGS                                 $ 3,457,418    $ 2,729,137    $   728,281
Gross Profit                         $10,838,581    $ 8,760,558    $ 2,078,023
Gross Profit Margin                        75.82%         76.25%
Selling, General and Administrative  $ 2,633,875    $ 1,138,696    $ 1,495,179
Expenses
Selling, General and Administrative        18.42%          9.91%
Expenses as a Percentage of Sales
Net Income                           $ 5,605,280    $ 6,412,346         (12.58%)

REVENUE.  For the three  months  ending  March 31,  2005,  revenue  increased by
$2,806,304,  or approximately 24%, compared to the corresponding period in 2004.
Revenue is  categorized  into revenue from domestic and  international  sales as
follows.

Domestic and International Revenue

---------------- ------------------- ------------------- ---------------
    Revenue            Three Months Ending March 31,
---------------- ------------------- ------------------- ---------------
                       2005                   2004        Increase in %
---------------- ------------------- ------------------- ---------------
Domestic                 $8,040,796           $8,015,807           0.3%
---------------- ------------------- ------------------- ---------------
International            $6,255,203           $3,473,888            80%
---------------- ------------------- ------------------- ---------------

Domestic  sales  for the  three  months  ending  March  31,  2005  were  kept at
approximately  same  level as they  were in the  corresponding  period  in 2004.
Traditionally,  the first quarter is a slow period for domestic sales due to the
Chinese New Year,  which occurs during the first quarter each year.  During this
time production ceases for approximately 2-3 weeks in celebration of the Chinese
New Year. Our international sales during the three months ending March 31, 2005,
increased  by 80% from the  corresponding  period of 2004.  We believe that this
increase was  primarily due to the  continued  and  successful  marketing of our
products  internationally  since  the  end of  2002,  and  continued  growth  in
worldwide demand for our products. During the year 2004, the Company experienced
a significant sales growth in overseas  markets,  and this growth was maintained
during the first three months of 2005.

GROSS PROFIT.  Consolidated  gross profit  increased by $2,078,023 for the three
months ending March 31, 2005 from the  corresponding  period in 2004.  The gross
profit margin  remained at  approximately  the same level,  75.82% for the three
months ending March 31, 2005 compared to 76.25% of the three months ending March
31, 2004, as a result of sales price and unit costs remaining  approximately the
same.



                                       19
<PAGE>
<TABLE>
<CAPTION>

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative  expenses  increased by  $1,495,179  for the three months  ending
March  31,  2005  from  the  corresponding  period  in  2004.  The  selling  and
administrative  expenses as a  percentage  of sales  increased to 18.42% for the
three months  ending  March 31, 2005.  This  increase  was  attributable  to the
following items:

---------------------------------------------------------------------------------------------------------
                              Three months      Three Months                           Percentage of
        Categories             ending 2004      ending 2005          Increase        the total increase
---------------------------------------------------------------------------------------------------------
<S>                            <C>               <C>                <C>                     <C>
   Salary and benefits         103,568.23        820,569.27         717,001.04              48%
---------------------------------------------------------------------------------------------------------
Transportation cost and
   utility expenses            198,194.08        382,366.68         184,172.60              12%
---------------------------------------------------------------------------------------------------------
     Office supplies            9,570.71         109,769.58         100,198.87              7%
---------------------------------------------------------------------------------------------------------
       Depreciation             81,308.66        176,560.14         95,251.49               6%
---------------------------------------------------------------------------------------------------------
           R&D                  1,203.43         42,588.49          41,385.07               3%
---------------------------------------------------------------------------------------------------------
       Recruitment                  0            39,281.12          39,281.08               3%
---------------------------------------------------------------------------------------------------------
     Consultancy fee                0            32,279.32          32,279.29               2%
---------------------------------------------------------------------------------------------------------
          Total                393,845.10       1,603,414.62       1,209,569.44             81%
---------------------------------------------------------------------------------------------------------
</TABLE>

     i.   The  increase  in salary and  benefits  was  mainly  due to  increased
          recruiting  efforts  resulting  in hiring new  employees,  increase in
          salary  expense  due to new hires and an  increase  in salaries of all
          current employees to meet market salary

     ii.  The increase in transportation  and utility expenses was the result of
          the increased sales volume.

     iii. The increase in office  supplies was primarily the result of increased
          production and sales volume.

     iv.  The increase in  depreciation  was due to the purchase of automobiles,
          employee commute buses, computers and office equipment.

     v.   The increase in R&D expense was primarily due to the assumption of R&D
          expenses by Biological beginning in the first quarter of 2005.

     vi.  The increase in  recruitment  service  expenses was due to enhancement
          and recruitment of personnel and management team.

     vii. The  increase  in  consultancy  fees  was the  result  of  engaging  a
          consultant to set up the ERP computer system

The above 7  categories  amount to  approximately  80% of the total  increase in
SG&A, and miscellaneous expenses, such as export expenses, fuel expenses, travel
expenses, advertisement expenses represented the remaining 20% of the increase.



                                       20
<PAGE>

NET INCOME.  Net income for the three months ending March 31, 2005  decreased by
$807,066 from the corresponding  period in 2004. This decrease was due primarily
to $463,061 of other expense and $616,259 of provision for income taxes.  One of
the two main items in other  expense  was a  $328,441  of  additional  taxes and
penalties  paid to the PRC  government  during the first  quarter in 2005 as the
result of a VAT examination by the local government.  This is a one-time charge.
Another item is the $133,222 of interest accrued for the first quarter according
to the  long-term  loan  agreement  between  Tian Yuan  Investment  Ltd. and the
Company,  as more fully  described in Notes Payable under Certain  Relationships
and Related Transactions. The increase in the provision for income taxes was the
result of our becoming  subject to income tax of 7.5%.  According to Chinese tax
regulation,  we were fully  exempted from PRC income taxes in 2003 and 2004, and
became  subject to income tax at a reduced  rate of 7.5% in 2005  through  2007.
From 2008 onwards, we will be subject to a 15% income tax.



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  Company  markets  most  of  its  products   through  various  domestic  and
international  business  entities that are related to Biological  through common
ownership  by Mr.  Li,  Jinyuan,  our  Chairman,  Chief  Executive  Officer  and
President and his immediate family members. Related party sales amounted to 100%
of total sales.  Internationally,  Biological sells its products directly to its
overseas affiliates.  Due to the common ownership,  there are no formal sales or
administrative  agreement among  Biological and those overseas  related parties.
The business  operations  among these  related  entities are  regulated  through
internal  ordinances.  For the  domestic  market,  Biological  sells  all of its
products  to  Tianshi  Engineering,  which in turn  sells  them  through  its 23
representative  offices, and 9 other affiliated  companies in China.  Biological
has a sales  contract  with Tianshi  Engineering.  According  to this  contract,
Tianshi Engineering accepted that it would purchase all of Biological's products
to be sold in China.


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

Through our Chinese  joint  venture,  Biological,  we are owed  $12,457,059  and
$8,144,740 as of March 31, 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. We do not charge interest on these receivables.






                                       21
<PAGE>

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

Accounts  payable due to related  parties were $256,399 and $209,199 as of March
31, 2005 and December 31, 2004, respectively.  These amounts were generated from
the purchases of raw materials, rent expense and transportation cost.


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

As of March 31, 2005 and December  31, 2004,  we had  $1,207,187  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 Tianshi  International  entered into a loan  agreement  with a
company  owned by Mr.  Li,  Jinyuan,  pursuant  to which  Tianshi  International
borrowed $300,000. The loan is non-interest bearing and is due on June 25, 2005.


Note Payable
------------

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

The  principal  of  the  loan  will  be  paid  in  ten  consecutive   semiannual
installments  of each US  $1,065,742  on the  last  day of each  June,  December
commencing on December 31, 2006 and ending June 30, 2011.  The interest  payment
will be paid on the  outstanding and unpaid  principal  amount of the loan at an
annual  interest  rate of 5% on the last  business day of each June and December
commencing on December 31, 2004. No interest  payments have made as of March 31,
2005 and accrued  interest  payable to Tianyuan  Capital  amounted  $296,538 and
$163,316 on March 31, 2005 and December 31, 2004, respectively.


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

On June 30, 2003, we entered into a written lease  agreement  with Tianshi Group
to pay annual rent on these  facilities at 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
$138,171  and  $118,202  for the three  months  ended  March 31,  2005 and 2004,
respectively.


                                       22
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

For the three  months  ending  March 31,  2005,  net cash  provided by operating
activities was $3,823,920, net cash used in investing activities was $1,415,194,
and net cash used in financing activities was $63,337.

For the three  months  ending  March 31,  2004,  net cash  provided by operating
activities was $6,451,323,  net cash used in investing  activities was $275,127,
and net cash used in financing activities was $665,655.

Net cash provided by operating  activities decreased by $2,627,403 to $3,823,920
for the  three  months  ending  March  31,  2005,  representing  a  decrease  of
approximately  40%  compared  to  $6,451,323  net  cash  provided  by  operating
activities for the corresponding  period in 2004. The decrease in cash flow from
operating  activities  primarily reflects the increases in other receivables and
note  receivable due to related  parties as of March 31, 2005,  which was mainly
for the market expansion and information management globalization.

Compared  to the  three  months  ending  March  31,  2004,  the net cash used in
investing activities as of March 31, 2005 increased by $1,140,067, which was due
primarily to the purchase of fixed assets,  i.e. equipment and automobiles,  for
the Company's subsidiaries.

Net cash used in financing  activities  decreased by $602,318 to $63,337 for the
three  months  ending  March 31,  2005,  compared to  $665,655  net cash used in
financing activities for the same period of 2004. The decrease was primarily due
to the significant decrease of the payments on short term notes payable.

Going forward,  our primary  requirements for cash consist of: (1) the continued
production  of existing  products  and general  overhead and  personnel  related
expenses to support  these  activities;  (2)  continued  promotion of networking
sales activities pertaining to our attempt to increase related revenues; and (3)
the development costs of new products; (4) construction and development of Tiens
Yihai.  We anticipate  that our current  operating  activities will enable us 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.



                                       23
<PAGE>

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

EFFECTS OF INFLATION

We are subject to commodity  price risks arising from price  fluctuations in the
market  prices of the various raw materials  that  comprise our products.  Price
risks are managed by each business unit through  productivity  improvements  and
cost-containment  measures.  For the time being, the management does not believe
that  inflation risk is material to our business or our  consolidated  financial
position, results of operations or cash flows.

EFFECT OF FLUCTUATION IN FOREIGN EXCHANGE RATES

Our operating  subsidiary,  Biological,  is located in China, which buys all raw
materials in China and sells 50% of our products in China using Chinese Renminbi
as the functional currency. Based on Chinese government regulations, all foreign
currencies  under the  category  of current  accounts  are  allowed to be freely
exchanged  with hard  currencies.  During the past several  years of  operation,
there  were no  significant  changes  in  exchange  rates;  however,  unforeseen
developments may cause a significant change in exchange rates.

Item 4. CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
our chief  executive  officer  and chief  financial  officer,  we  conducted  an
evaluation 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,  as of March 31,  2005,  the end of the period
covered by this report (the "Evaluation  Date").  Based on this evaluation,  our
chief  executive  officer  and  chief  financial  officer  concluded  as of  the
Evaluation Date that our disclosure  controls and procedures were effective such
that the  material  information  required to be included in our  Securities  and
Exchange  Commission,  or SEC,  reports is recorded,  processed,  summarized and
reported  within the time periods  specified in SEC rules and forms  relating to
us,  including  our  consolidating  subsidiaries,  and was made known to them by
others within those  entities,  particularly  during the period when this report
was being prepared.  There were no changes in our internal  controls or in other
factors  during the most recent  quarter  that has  materially  affected,  or is
reasonably  likely to materially  affect,  our internal  controls over financial
reporting.





                                       24
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

None

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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

(b)      Exhibits

         31.1     Rule 13a-14(a) Certification of Chief Executive Officer .

         31.2     Rule 13a-14(a) Certification of Chief Financial Officer.

         32       18 U.S.C Section 1350 Certifications.








                                       25
<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        TIENS BIOTECH GROUP (USA), INC.

May 15, 2005                            By: /s/ Jinyuan Li
                                           -------------------------------------
                                           Jinyuan Li
                                           Chief Executive Officer and President
                                           (Principal Executive Officer)

May 15, 2005                            By: /s/ Wenjun Jiao
                                           -------------------------------------
                                           Wenjun Jiao
                                           Chief Financial Officer
                                           (Principal Accounting Officer)








                                       26