**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549








**Form
      10-KSB/A-2**








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


For
      the
      fiscal year ended December 31, 2004








o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF
      1934


For
      the
      transition period from ______________ to __________________








**SHINECO,
      INC.**


(Name
      of
      small business in its charter)








**Delaware**
            
            **000-50913**
            
            **52-2175898**(State
                or other Jurisdiction of Employer)
            
            (Commission
                Identification #)
            
            (IRS
                file number)








**B-3106,
      #39 East 3rd Ring Road, Chaoyang District**


(Address
      of Principal Executive Office street and number)








**Beijing,
      PR China 100022**


(City,
      State and ZIP Code)








Issuer's
      telephone number: **(86)
      10-5869-3011**




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




Title
      of
      each class **None**




Securities
      registered under Section 12(g) of the Act:




**Common
      Stock $.001 par value**


(Title
      of
      Class)









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





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. x





Issuer's
      revenue for its most recent fiscal year: $2,102,219





State
      the
      aggregate market value of the voting stock held by non-affiliates computed
      by
      reference to the price at which the stock was sold, or the average bid and
      asked
      priced of such stock, as of a specified date within the past 60 days (See
      definition of affiliate in Rule 12b-2): $-0-





The
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: 9,298,823 as of June 30, 2005.





them
      and
      identify the part of the Form 10-KSB (e.g. Part I, Part II, etc.) into which
      the
      document is incorporated: (1) any annual report to security holders; (2) any
      proxy or information statement; and (3) any prospectus filed pursuant to Rule
      424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed
      documents should be clearly described for identification purposes.





**Forward-Looking
      Statements**





Certain
      statements contained herein constitute "forward-looking statements" within
      the
      meaning of Section 27 A of the Securities Exchange Act of 1933, as amended
      (the
      "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as
      amended (the "Exchange Act"). These forward-looking statements can be identified
      by the use of predictive, future-tense or forward-looking terminology, such
      as
      "believes," "anticipates," "expects," "estimates," "plans," "may," "intends,"
      "will," or similar terms. These statements appear in a number of places in
      this
      report and include statements regarding the intent, belief or current
      expectations of the Company, its directors or its officers with respect to,
      among other things: (i) the Company's business and growth strategies and the
      Company's financing plans.





Investors
      are cautioned that any such forward-looking statements are not guarantees of
      future performance and involve significant risks and uncertainties, and that
      actual results may differ from those projected in the forward-looking
      statements.




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            2
            -




**PART
      I**





ITEM
      1.     DESCRIPTION OF BUSINESS.





General





Shineco,
      Inc. (“the Company,” or “we”) was incorporated under Delaware state law on
      August 20, 1997.  On December 30, 2004, the Company acquired all of the
      issued and outstanding shares of Beijing Tenet-Jove Technological Development
      Corp., Ltd. (“Tenet-Jove”), a People’s Republic of China company, in exchange
      for restricted shares of the Company’s common stock, and the sole operating
      business of the Company became that of its subsidiary, Tenet-Jove. On June
      9,
      2005, the Company changed its name to Shineco, Inc.





Tenet-Jove
      currently develops, manufactures and distributes Apocynum products in the
      growing economy of China through its national marketing network. Apocynum
      products are specialized fabric and food products designed to incorporate
      traditional Eastern medicines with modern scientific and developed health
      products predicated on centuries-old traditions of Eastern herbal remedies
      derived from the Apocynum
      venetum raw
      material. These remedies have been carefully documented in Li Shizhen’s famous
“Compendium of Materia Medica” (Chinese: Bencao Gangmu), which dates back to
      1578 A.D., during the Ming Dynasty.





Tenet-Jove
      was established in the People’s Republic of China in 2003 and is headquartered
      in Beijing.  In today’s maturing and aging society, people are looking for
      new ways to improve fitness levels so that they can continue to live a
      comfortable and healthy life.  Tenet-Jove aims to establish and offer a new
      value called “health-building,” moving forward from the conventional concept of
      health maintenance. Drawing on Tenet-Jove's core competence in bio-information
      sensing and health management technology, we offer innovative solutions and
      products to support the prevention and treatment of lifestyle-induced
      diseases.





Operating
      in the China’s growing healthcare marketplace, we have established a number of
      initiatives and strategies that combine customer sensitivity with product
      development. Our mission is, through our advanced and high-quality healthcare
      products, to provide our customers with suggestions and solutions for health
      improvement.





Business
      of the Company





THE
      PRODUCT





The
      Company refers to its technology as "Far Infrared," or FIR, meaning that its
      products have a higher than normal tendency to absorb light from the far
      infrared end of the spectrum. The function of our products is analogous to
      a
      nicotine patch in that the textiles manufactured with the Company's Apocynum
      fabrics are impregnated with the product which is then absorbed through the
      wearer's skin.





All
      of
      our products are developed and manufactured in our research, development and
      manufacturing base in Tianjin and distributed through four offices and many
      independent distributors across China. This extensive distribution network
      and
      sustainable R&D system enables us to provide healthcare products to our
      customers throughout the PRC.





The
      Company presently has approximately 30 Apocynum products, ranging from articles
      of clothing to household products such as pillows, which are classified into
      3
      series as described as follows:





·
            Apocynum
                fiber textiles products: ·  sleep
      recovery/maintenance products;


·  health
      care underwear products;


·  protective
      apparatus products (such as wrist and ankle wraps);


·  health
      care bedding products.




-
          3
          -




·
            Apocynum food products


·  scented
      tea;


·  Apocynum
      honey;


·  Apocynum
      flower honey;


·  Apocynum
      bee gum





·
            Home-use clinical equipment
                products


·Home-use
      clinical equipment products are in the introductory stage.





MANUFACTURING





The
      Company maintains and operates a factory for the production of its product,
      and
      also subcontracts the manufacture of some of the fabric.





To
      assure
      the reliability of resources and reduce the cost of raw materials, the Company
      plans to establish an Apocynum raw material production base in Ku’erle of
      Xinjiang Province for providing raw materials and semi-finished products to
      the
      Company.





THE
      PATENTS





Presently
      the Company has obtained national patents for





·
            Apocynum fiber blending method


·
            Far-infrared ceramic material


·
            Apocynum far-infrared multifunctional surface
                material


·
            40* fine Apocynum cloth





SALES
      AND
      MARKETING





The
      Company conducts sales through vendors, regional sales offices either as
      directly owned subsidiaries or as branch offices of the Company.  To date,
      the Company conducts sales through four subsidiary and branch
      offices.





COMPETITION





At
      present, the Company has just one competitor, the “Hao Yi” Company of Tianjin,
      which is a small company that produces Apocynum fiber textile products. The
      competitor has total assets of approximately RMB5 million (US$ equivalent
      $646,496), and imitates the Company’s products that are sold at basically
      similar prices.  The Company believes that its products are superior in
      respect of technical content, quality, and appearance and packaging and that
      at
      present, there is no serious competitor in the Apocynum fiber textile industry
      that can threaten the Company. However, once a substantial healthcare product
      company gets involved in this industry, the Company will face serious
      competition.





Administrative
      Offices





We
      currently occupy 4 offices. The balance of our office space is leased by us
      under lease arrangements we deem to be satisfactory.  We lease our
      headquarters, located at Suite 3106, Building B, Ring Middle Road, Chaoyang
      District, Beijing, China, for approximately $60,000 a year, pursuant to an
      operating lease that expires in June 2009.





-
          4
          -




Employees





The
      Company currently has 30 full-time employees and plans to hire additional
      employees as required. No remuneration will be paid to the Company's officers
      except as set forth under "Executive Compensation" and under "Certain
      Relationships and Related Transactions."





ITEM
      2.     DESCRIPTION OF PROPERTY





We
      currently have no investments in real estate, real estate mortgages, or real
      estate securities, and do not anticipate making any such investments in the
      future. However, the policy of the Company with respect to investment in real
      estate assets could be changed in the future without a vote of security
      holders.





ITEM
      3.     LEGAL PROCEEDINGS





The
      Company is not a party to any pending legal proceedings, and no such proceedings
      are known to be contemplated.





No
      director, officer or affiliate of the Company, and no owner of record or
      beneficial owner of more than 5.0 percent of the securities of the Company,
      or
      any associate of any such director, officer or security holder is a party
      adverse to the Company or has a material interest adverse to the Company in
      reference to pending litigation.





ITEM
      4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS





No
      matters were submitted to a vote of the security holders of the Company during
      the quarter ended December 31, 2004.





**Part
      II**





ITEM
      5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS





There
      has
      been no established public trading market for the Company's securities since
      its
      inception on August 20, 1997, and there can be no assurance that such market
      will develop. As of June 30, 2005, there were 9,298,823 shares outstanding,
      and
      the Company had 39 shareholders of record. No dividends have been paid to date
      and the Company's Board of Directors does not anticipate paying dividends in
      the
      foreseeable future.





ITEM
      6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION





The
      following discussion relates to the results of our operations to date, and
      our
      financial condition: This report contains forward looking statements relating
      to
      our Company's future economic performance, plans and objectives of management
      for future operations, projections of revenue mix and other financial items
      that
      are based on the beliefs of, as well as assumptions made by and information
      currently known to, our management. The words "expects, intends, believes,
      anticipates, may, could, should" and similar expressions and variations thereof
      are intended to identify forward-looking statements. The cautionary statements
      set forth in this section are intended to emphasize that actual results may
      differ materially from those contained in any forward looking
      statement.





The
      following discussion and analysis should be read in conjunction with our
      consolidated financial statements and the related notes thereto and other
      Financial information contained elsewhere in this Form 10-KSB.





-
          5
          -




Critical
      Accounting Policies and Estimates





Our
      discussion and analysis of financial condition and results of operations are
      based upon our consolidated financial statements, which have been prepared
      in
      accordance with accounting principles generally accepted in the United States.
      The preparation of these financial statements requires us to make estimates
      and
      judgments that affect the reported amounts of assets, liabilities, revenues
      and
      expenses, and related disclosure or contingent liabilities. We base these
      estimates on our historical experience and on various other assumptions that
      we
      believe to be reasonable under the circumstances, and these estimates form
      the
      basis for our judgments concerning the carrying values of assets and liabilities
      that are not readily apparent from other sources. We periodically evaluate
      these
      estimates and judgments based on available information and experience. Actual
      results will differ from our estimates under different assumptions and
      conditions. If actual results significantly differ from our estimates, our
      financial condition and results of operations could be materially
      impacted.





We
      believe that the accounting policies described below are critical to
      understanding our business, results of operations and financial condition
      because they involve more significant judgments and estimates used in the
      preparation of our consolidated financial  statements.
      An accounting policy is deemed to be critical if it requires an accounting
      estimate to be made based on assumptions about matters that are highly uncertain
      at the time the estimate is made, and if different estimates that could have
      been used, or changes in the accounting estimates that are reasonably likely
      to
      occur periodically, could materially impact our consolidated financial
      statements. We have discussed the development, selection and application of
      our
      critical accounting policies with the audit committee of our board of directors,
      and our audit committee has reviewed our disclosure relating to our critical
      accounting policies in this "Management's Discussion and Analysis or Plan of
      Operations."





Revenue
      Recognition





The
      Company follows the guidance of the Securities and Exchange Commission's Staff
      Accounting Bulletin 104 for revenue recognition. In general, the Company records
      revenue when persuasive evidence of an arrangement exists, services have been
      rendered or product delivery has occurred, the sales price to the customer
      is
      fixed or determinable, and collectability is reasonably assured.





Foreign
      Currency Translation





Transactions
      and balances originally denominated in U.S. dollars are presented at their
      original amounts. Transactions and balances in other currencies are converted
      into U.S. dollars in accordance with Statement of Financial Accounting Standards
      (SFAS) No. 52, "Foreign Currency Translation," and are included in determining
      net income or loss.





For
      foreign operations with the local currency as the functional currency, assets
      and liabilities are translated from the local currencies into U.S. dollars
      at
      the exchange rate prevailing at the balance sheet date. Revenues and expenses
      are translated at weighted average exchange rates for the period to approximate
      translation at the exchange rates prevailing at the dates those elements are
      recognized in the financial statements. Translation adjustments resulting from
      the process of translating the local currency financial statements into U.S.
      dollars are included in determining comprehensive loss.





The
      functional currency of the Company's subsidiaries is the local currency, Chinese
      Reminbi (RMB). The financial statements of the subsidiary are translated to
      United States dollars using year-end rates of exchange for assets and
      liabilities (8.28 RMB to one U.S. Dollar), and average rates of exchange for
      the
      period for revenues, costs, and expenses (8.28 RMB to one U.S. Dollar). Net
      gains and losses resulting from foreign exchange transactions are included
      in
      the consolidated statements of operations and were not material during the
      periods presented. The cumulative translation adjustment and effect of exchange
      rate changes on cash at December 31, 2004 was not material.





Results
      of Operations





We
      are a
      healthcare product manufacturer and health solution provider in the PRC. We
      principally develop, manufacture, and distribute healthcare products through
      our
      national sales and services network to our customers in the PRC.





Our
      healthcare business is comprised of research, development and application of
      “health-building” technology.





Since
      the
      establishment of Tenet Jove in 2003, we have gradually developed a series of
      products and established a nation-wide marketing and distribution
      network.





-
          6
          -




The
      Company’s revenues for the years ended December 31, 2004 and 2003 were
      $2,102,219 and $ -0- respectively. The Company's selling, general and
      administrative expenses for the year ended December 31, 2004, were $832,332
      and
      for the year ended December 31, 2003, were $ -0-.





Our
      operating results are presented on a consolidated basis for the year ended
      December 31, 2004, as compared to the year ended December 31, 2003.




2004
            
            2003Item
            
            Amount
            
            Percentage
                of revenue
            
            AmountUS$
            
            (%)
            
            US$Revenues
            
            
            2,102,219
            
            
            
            
            
            0Costs
                & expenses
            
            
            829,099
            
            
            39.44
            
            
            0Gross
                Profit
            
            
            1,273,120
            
            
            60.56
            
            
            0Advertising
            
            
            3,490
            
            
            0.17
            
            
            0Bad
                debt expense
            
            
            165,766
            
            
            7.89
            
            
            0Other
                selling expense
            
            
            88,252
            
            
            4.20
            
            
            0Salaries
                and benefits
            
            
            284,664
            
            
            13.54
            
            
            0D&A
            
            
            27,104
            
            
            1.29
            
            
            0General
                &administrative
            
            
            263,046
            
            
            12.51
            
            
            0Interest
                expenses
            
            
            29,013
            
            
            1.38
            
            
            0Other
                Income
            
            
            408
            
            
            0.02
            
            
            0Gain
                on disposal of subsidiaries
            
            
            80,945
            
            
            3.85
            
            
            0Income
                before tax minority interest
            
            
            493,613
            
            
            23.48
            
            
            15,026Income
                tax
            
            
            1,617
            
            
            0.08
            
            
            0Minority
                interest
            
            
            1,840
            
            
            0.09
            
            
            0Net
                income
            
            
            490,156
            
            
            23.32
            
            
            15,026





Revenue





Our
      revenue for the year ended December 31, 2004 was $2,102,219, which cannot be
      usefully compared to 2003 because all 2003 operations were disposed of by sale.
      We derive our revenues primarily from sales of our products. Our operating
      revenues are composed of sales of healthcare products. Our revenues were
      significantly influenced by overall market demand for Chinese herbal remedies
      and our marketing and sales efforts. The significant revenue we generated in
      2004 was due to the fact that our healthcare business was experiencing rapid
      market expansion.





We
      believe that revenues will increase in the next several years as a result of
      planned expansion of production and anticipated increased sales.





Gross
      profit margin





Our
      gross
      margin on sales was 60.56% in 2004, which cannot be usefully compared to 2003
      because all 2003 operations were disposed of by sale. Our gross margin
      percentage was influenced in significant part because we lowered the cost of
      goods sold by subcontracting certain steps in production and improving our
      manufacturing techniques for controlling production costs.





-
          7
          -




Net
      income





Our
      consolidated net income was $490,156 for the year ended December 31, 2004 as
      compared to $15,026 for the prior year period. This increase is attributable
      to
      the revenue we generated from our continuing operations in fiscal 2004, as
      compared to fiscal 2003, which had no net income from continuing
      operations. We also made an entry for a non-recurring gain resulting from the
      disposal of our subsidiaries by sale.





Liquidity
      and Sources of Capital





We
      generally finance our operations from cash flow generated internally and
      customer deposits. As of December 31, 2004, the Company had current assets
      of
      $4,094,219, current liabilities of $2,772,344 and working capital of $1,321,875
      and shareholders’ equity of $1,597,070.





Our
      operations used net cash of $493,859 for the year ended December 31, 2004.
      At
      December 31, 2004, cash and cash equivalents were $64,272. Working capital
      was
      $1,321,875 at December 31, 2004, reflecting a current ratio of 1.48:1 compared
      to 1.12:1 for 2003. Our current ratio for fiscal year 2004 was slightly improved
      compared to that of the previous year.





We
      anticipate that our working capital resources are adequate to fund anticipated
      costs and expenses for the year ending December 31, 2005.





As
      of
      December 31, 2004, our cash and bank balances were mainly denominated in
      Renminbi (“RMB”) and United States dollars (“US$”) while our bank borrowings
      were mainly denominated in RMB.  Our revenue and expenses, assets and
      liabilities are mainly denominated in RMB and US$. Since the exchange
      fluctuations amongst these currencies are low, we believe there is no
      significant exchange risk.





Management
      believes the Company's working capital is currently sufficient for the Company
      to implement its business plan and that its income from current operations
      will
      be sufficient for its liquidity needs.





Recent
      accounting pronouncements





In
      May
      2004, the Emerging Issues Task Force of the FASB came to a consensus regarding
      EITF 02-14 “Whether an Investor Should Apply the Equity Method of Accounting to
      Investments Other Than Common Stock”. The consensus of the task force is that
      the equity method of accounting is to be used for investments in common stock
      or
      in-substance common stock, effective for reporting periods beginning after
      September 15, 2004. The Company currently has no equity investments other than
      its consolidated subsidiaries. As such, this standard has no application to
      the
      Company.





In
      November 2004, the FASB issued Statement No. 151, “Inventory Costs”. SFAS No.
      151 requires that items such as idle facility expense, excessive spoilage,
      double freight, and rehandling costs be recognized as current period charges
      and
      that allocation of fixed production overheads to the costs of conversion be
      based on the normal capacity of the production facilities. The statement is
      effective for fiscal periods beginning after June 15, 2005. The Company believes
      that the application of SFAS No. 151 will have no significant impact on the
      financial statements.





In
      December 2004, the FASB issued Statement No. 153, “Exchange of Non-Monetary
      Assets”. SFAS No. 153 confirms that exchanges of nonmonetary assets are to be
      measured based on the fair value of the assets exchanged, except for exchanges
      of nonmonetary assets that do not have commercial substance. Those transactions
      are to be measured at entity specific values. The Company believes that the
      application of SFAS No. 153 will have no significant impact on the financial
      statements.





In
      December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
      Payment," which amends SFAS No. 123, "Accounting for Stock-Based Compensation."
      SFAS No. 123, as revised, requires public entities to measure the cost of
      employee services received in exchange for an award of equity instruments based
      on the grant-date fair value of the award. The cost will be recognized over
      the
      period during which an employee is required to provide service in exchange
      for
      the award. No compensation cost is recognized for equity instruments for which
      employees do not render the requisite service. The effective date for the
      Company is the first reporting period beginning after December 15, 2005.
      Management expects that the application of SFAS No. 123 (revised 2004) will
      have
      no effect on the Company, as it has not historically compensated its employees
      with stock based compensation .


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            8
            -






ITEM
      7.
      FINANCIAL STATEMENTS





**Report
      of Independent Registered Public Accounting Firm**








To
      the
      Board of Directors and Audit Committee


Shineco,
      Inc.


Beijing,
      People’s Republic of China





We
      have
      audited the consolidated balance sheets of Shineco, Inc. (the Company) as of
      December 31, 2004 and 2003, and the related consolidated statements of
      operations and comprehensive income, stockholders’ equity and cash flows for the
      years then ended. These consolidated financial statements are the responsibility
      of the Company’s management. Our responsibility is to express an opinion on
      these consolidated financial statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the
      consolidated financial statements are free of material misstatement. The company
      is not required to have, nor were we engaged to perform, an audit of its
      internal control over financial reporting. Our audit included consideration
      of
      internal control over financial reporting as a basis for designing audit
      procedures that are appropriate in the circumstances, but not for the purpose
      of
      expressing an opinion on the effectiveness of the company’s internal control
      over financial reporting. Accordingly, we express no such opinion. An audit
      also
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the consolidated financial statements, assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall consolidated financial statement presentation. We believe
      that our audits provide a reasonable basis for our opinion.





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





Since
      our
      previous report dated April 4, 2005 except notes 15 and 16, which were dated
      October 31, 2006, as described in note 16, the Company discovered a material
      error in its classification of the purchase of an intangible asset and its
      calculations of earnings per share. However, the Company has restated the
      financial statement to reflect the correction of these errors.











Child,
      Van Wagoner & Bradshaw, PLLC


Salt
      Lake
      City, Utah


April
      4,
      2005, except Note 16, which is dated March 23, 2007








-
          9
          -


**SHINECO,
      INC.**


CONSOLIDATED
      BALANCE SHEETS





**December
                31,****2004**
            
            **2003****Restated****ASSETS****Current
                assets**Cash and cash equivalents
            
            $
            64,272
            
            $
            4,454Trade receivables, net
            
            
            1,213,934
            
            
            46,698Other receivables
            
            
            324,426
            
            
            6,005Vendor deposits
            
            
            129,606
            
            
            --Prepaid expenses
            
            
            56,471
            
            
            --Inventories
            
            
            2,305,510
            
            
            629,521**Total
                current assets**
            
            $
            4,094,219
            
            
            686,678Property, plant and equipment, net
            
            
            105,248
            
            
            5,577Related party receivables
            
            
            79,046
            
            
            --Intangibles, net
            
            
            182,472
            
            
            --**Total
                assets**
            
            $
            4,460,985
            
            $
            692,255**LIABILITIES
                AND STOCKHOLDERS’ EQUITY****Current
                liabilities**Trade payables
            
            $
            1,144,012
            
            $
            134,482Related party payables
            
            
            588,201
            
            
            255,862Accrued liabilities
            
            
            11,627
            
            
            159,858Other payables
            
            
            195,567
            
            
            --Notes payable
            
            
            314,009
            
            
            --Taxes payable
            
            
            87,535
            
            
            --Customer deposits
            
            
            409,945
            
            
            --Accrued employee benefits
            
            
            21,448
            
            
            --Loans from employees
            
            
            --
            
            
            63,960**Total
                current liabilities**
            
            
            2,772,344
            
            
            614,162**Minority
                interest**
            
            
            91,571
            
            
            --**Commitments
                and contingencies****Stockholders’
                equity**Preferred stock; par value $.001, 5,000,000 shares authorized;none
                issued and outstanding
            
            
            --
            
            
            --Common stock; par value $.001, 25,000,000 shares authorized;9,298,823
                and 1,373,823 issued and outstanding
            
            
            9,299
            
            
            1,374Additional paid in capital
            
            
            1,079,908
            
            
            59,012Retained earnings
            
            
            507,863
            
            
            17,707Accumulated other comprehensive income
            
            
            --
            
            
            --**Total
                stockholders’ equity**
            
            
            1,597,070
            
            
            78,093**Total
                liabilities and stockholders’ equity**
            
            $
            4,460,985
            
            $
            692,255





See
      Notes
      to Consolidated Financial Statements.


-
            10
            -


**SHINECO,
      INC.**


CONSOLIDATED
      STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME





**Year
                ended December 31,****2004**
            
            **2003**(Restated)
            
            (Restated)RevenuesSales revenues
            
            $
            2,102,219
            
            $
            --Cost of goods sold
            
            
            829,099
            
            
            --Gross
                profit
            
            
            1,273,120
            
            
            --Operating
                expensesAdvertising
            
            
            3,490
            
            
            --Bad debt expense
            
            
            165,766
            
            
            --Other selling expenses
            
            
            88,252
            
            
            --Salaries and benefits
            
            
            284,664
            
            
            --Depreciation and amortization
            
            
            27,104
            
            
            --Other general and administrative expenses
            
            
            263,046
            
            
            --Total
                operating expenses
            
            
            832,322
            
            
            --Net
                operating income
            
            
            440,798
            
            
            --Other
                income (expense)Interest expense
            
            
            (29,013
            )
            
            --Gain on disposal of subsidiaries
            
            
            408
            
            
            --Total
                other income (expense)
            
            
            (28,605
            )
            
            --Income before taxes and minority interest
            
            
            412,193
            
            
            --Provision for income taxes
            
            
            1,617
            
            
            --Income
                before minority interest
            
            
            410,576
            
            
            --Minority interest in income of subsidiaries
            
            
            (1,840
            )
            
            --Income
                from continuing operations
            
            
            408,736
            
            
            --Income from operations of disposed subsidiaries
            
            
            475
            
            
            15,026Gain on disposal of subsidiaries
            
            
            80,945
            
            
            --Net
                income from discontinued operations
            
            
            81,420
            
            
            15,026Net
                income
            
            $
            490,156
            
            $
            15,026Foreign currency translation adjustment
            
            
            --
            
            
            --Comprehensive
                income
            
            $
            490,156
            
            $
            15,026Basic
                earnings per common share:From continuing operations
            
            $
            0.04
            
            $
            --From discontinued operations
            
            $
            0.01
            
            $
            --From net income
            
            $
            0.05
            
            $
            --Diluted
                earnings per common share:From continuing operations
            
            $
            0.04
            
            $
            --From discontinued operations
            
            $
            0.01
            
            $
            --From net income
            
            $
            0.05
            
            $
            --Denominator
                for basic earnings per share
            
            
            9,298,823
            
            
            9,298,823Denominator
                for diluted earnings per share
            
            
            9,300,160
            
            
            9,298,823





See
      Notes
      to Consolidated Financial Statements.


-
          11
          -






**SHINECO,
      INC.**


CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITY


(Restated)





Common
                Stock
            
            Additional
            
            Retained
            
            Other
                Comprehensive IncomeShares
            
            Amount
            
            Paid
                In Capital
            
            Earnings
            
            (Loss)
            
            TotalBalance,
                December 31, 2002
            
            
            1,373,823
            
            $
            1,374
            
            $
            59,012
            
            $
            2,681
            
            $
            --
            
            $
            63,067--Net
                income for the year
            
            
            --
            
            
            --
            
            
            --
            
            
            15,026
            
            
            --
            
            
            15,026Balance
                December 31, 2003
            
            
            1,373,823
            
            
            1,374
            
            
            59,012
            
            
            17,707
            
            
            --
            
            
            78,093Business
                combination with Tianjin Apr 27
            
            
            
            
            
            
            
            
            1,026,571
            
            
            --
            
            
            --
            
            
            1,026,571Stock
                issued for services prior to recapitalization Oct 29
            
            
            1,125,000
            
            
            1,125
            
            
            1,125
            
            
            --
            
            
            --
            
            
            2,250Shares
                issued in merger Dec 30
            
            
            6,800,000
            
            
            6,800
            
            
            (6,800
            )
            
            --
            
            
            --
            
            
            --Net
                income for the year
            
            
            --
            
            
            --
            
            
            
            
            
            491,996
            
            
            --
            
            
            491,996Net
                income - minority interest
            
            
            --
            
            
            --
            
            
            --
            
            
            (1,840
            )
            
            --
            
            
            (1,840
            )Balance
                December 31, 2004
            
            
            9,298,823
            
            $
            9,299
            
            $
            1,079,908
            
            $
            507,863
            
            $
            --
            
            $
            1,597,070








See
      Notes
      to Consolidated Financial Statements.










-
          12
          -


**SHINECO,
      INC.**


CONSOLIDATED
      STATEMENTS OF CASH FLOWS





**Year
                ended December 31,****2004**
            
            **2004**(Restated)**Cash
                flows from operating activities:**Net income
            
            $
            495,246
            
            $
            15,026Adjustments
                to reconcile net loss to net cash provided by (used in)
                operations:Depreciation and amortization
            
            
            27,137
            
            
            2,276Provision for allowance on receivables
            
            
            165,766
            
            
            --Inventory reserves
            
            
            111,092
            
            
            --Stock issued for services
            
            
            2,250
            
            
            --Minority interest
            
            
            1,840
            
            
            --Gain on disposal of subsidiary
            
            
            (80,945
            )
            
            --**Changes
                in operating assets and liabilities:**Trade receivables
            
            
            (1,333,002
            )
            
            17,524Other receivables
            
            
            (380,590
            )
            
            (2,776
            )Vendor deposits
            
            
            (129,606
            )
            
            --Prepaid expenses
            
            
            (56,471
            )
            
            40,366Inventories
            
            
            (782,177
            )
            
            (3,397
            )Trade payables
            
            
            904,428
            
            
            1,586Accrued liabilities
            
            
            (148,231
            )
            
            69,873Other payables
            
            
            195,567
            
            
            --Taxes payable
            
            
            87,535
            
            
            --Customer deposits
            
            
            409,944
            
            
            --Accrued employee benefits
            
            
            21,448
            
            
            --**Net
                cash provided by (used in) operations**
            
            
            (493,859
            )
            
            140,478**Cash
                flows from investing activities:**Related party receivables
            
            
            (79,046
            )
            
            --Proceeds from sale of subsidiary
            
            
            172,283
            
            
            --Purchase of property and equipment
            
            
            (121,948
            )
            
            --**Net
                cash used in investing activities**
            
            
            (28,711
            )
            
            --**Cash
                flows from financing activities:**Related party payables
            
            
            332,339
            
            
            (134,708
            )Repayments on short-term notes payable
            
            
            (63,960
            )
            
            (7,864
            )Proceeds from short term loans
            
            
            314,009
            
            
            --**Net
                cash provided by (used in) financing activities**
            
            
            582,388
            
            
            (142,572
            )Effect
                of rate changes on cash
            
            
            --
            
            
            --Increase
                (decrease) in cash and cash equivalents
            
            
            59,818
            
            
            (2,094
            )Cash
                and cash equivalents, beginning of period
            
            
            4,454
            
            
            6,548Cash
                and cash equivalents, end of period
            
            $
            64,272
            
            $
            4,454**Supplemental
                disclosures of cash flow information:**Cash paid for interest
            
            $
            20,458
            
            
            --Cash paid for income taxes
            
            $
            --
            
            
            --**Supplemental
                disclosures of non-cash investing and financing
                activities:**Stock issued for services
            
            $
            2,250
            
            
            --Inventory and intangibles acquired as additional paid in
                capital
            
            $
            1,026,571
            
            
            --




See
      notes
      to consolidated financial statements.  -
            13
            -




**SHINECO,
      INC.**


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS








**1.**  **NATURE
      OF OPERATIONS**





Shineco,
      Inc. (the Company) was incorporated on August 20, 1997 in the State of Delaware
      as Supcor, Inc. On December 30, 2004 the Company acquired all of the outstanding
      stock of Beijing Tenet Jove Technological Development Co., Ltd. in exchange
      for
      stock of the Company. The consolidated results of operations are primarily
      those
      of Beijing Tenet Jove and its consolidated subsidiaries.





Beijing
      Tenet Jove Technological Development Co., Ltd. (Beijing Tenet Jove) was
      incorporated on December 16, 2003 under the laws of the People’s Republic of
      China (the PRC). In the PRC, Ltd, or Limited, is equivalent to Inc, or
      Incorporated, in the United States (US). However, the operations of the largest
      subsidiary, Tian Bai, established on September 22, 2000, are included in these
      financial statements prior to the formation of Beijing Tenet Jove, as the
      acquisition of Tian Bai was accounted for as a transfer of equity interests
      between entities under common control.





The
      Company primarily manufactures and sells clothing and related products, using
      natural, health conducive materials.





**2.**  **BASIS
      OF PRESENTATION**





The
      accompanying consolidated financial statements are prepared in accordance with
      accounting principles generally accepted in the United States of America (US
      GAAP) and have been retroactively restated to give effect to the
      recapitalization due to a reverse merger consummated on December 30, 2004.
      This
      basis differs from that used in the statutory accounts of the Company, which
      were prepared in accordance with the accounting principles and relevant
      financial regulations applicable to enterprises in the PRC. All necessary
      intercompany transactions and balances have been eliminated in consolidation,
      and all necessary adjustments have been made to present the consolidated
      financial statements in accordance with US GAAP.





The
      accompanying consolidated financial statements include the accounts of the
      Company and its subsidiaries subsequent to the date of incorporation of the
      Company. The results of operations (through the date of sale) of subsidiaries
      that have been sold are included in income (loss) from discontinued operations.
      The Company’s subsidiaries during the years ended December 31, 2004 and 2003 are
      as follows:





**Subsidiary
                name**
            
            **Date
                acquired**
            
            **Date
                sold**
            
            **Ownership
                %**Tian
                Yi Hua Tai, Tianjin
            
            April
                27, 2004
            
            n/a
            
            90%Tian
                Bai
            
            December
                16, 2003
            
            October
                18, 2004
            
            51%Haer
                Bin
            
            January
                12, 2004
            
            July
                27, 2004
            
            51%QiQiHaer
            
            January
                14, 2004
            
            November
                12, 2005
            
            55%Nan
                Jing
            
            February
                13, 2004
            
            November
                10, 2005
            
            51%


-
            14
            -




**3.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





ECONOMIC
      AND POLITICAL RISKS





The
      Company faces a number of risks and challenges as a result of having primary
      operations and markets in the PRC. Changing political climates in the PRC could
      have a significant effect on the Company’s business.





ESTIMATES





The
      preparation of consolidated financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosures of contingent assets and liabilities at the date of the consolidated
      financial statements and the reported amounts of income and expenses during
      the
      reporting period. Actual results could differ from those estimates.





CASH
      AND
      CASH EQUIVALENTS





For
      purposes of the statements of cash flows, cash and cash equivalents includes
      cash on hand and demand deposits held by banks. None of the Company’s deposits
      are insured by the Federal Deposit Insurance Corporation or any other entity
      of
      the U.S. government.





TRADE
      ACCOUNTS RECEIVABLE





Trade
      accounts receivable are recognized and carried at original invoice amount less
      an allowance for any uncollectible amounts. An allowance for doubtful accounts
      is made when collection of the full amount becomes questionable. The allowance
      for doubtful accounts was $165,766 and $52,600 at December 31, 2004 and 2003,
      respectively.





INVENTORIES





Inventories
      consist of raw materials, packaging materials, sub-contracting materials,
      production costs, and finished products. The inventories are valued at the
      lower
      of cost (first-in, first-out method) or market. Impairment and changes in market
      value are evaluated on a per item basis.





If
      the
      cost of the inventory exceeds the market value evaluation based on total
      inventory, provisions are made for the difference between the cost and the
      market value. Provision for potential obsolete or slow moving inventory is
      made
      based on analysis of inventory levels, age of inventory and future sales
      forecasts. Inventories consisted of the following:


-
          15
          -




**December
                31, 2004**
            
            **December
                31, 2003**Raw
                materials
            
            $
            456,914
            
            $
            --Packaging
                materials
            
            
            105,829
            
            
            --Sub-contracting
                materials
            
            
            293,658Production
                costs
            
            
            10,641
            
            
            --Finished
                products
            
            
            1,549,560
            
            
            698,007Obsolescence
                reserve
            
            
            (111,092
            )
            
            (68,486
            )Totals
            
            
            $2,305,510
            
            
            $629,521





PROPERTY,
      PLANT AND EQUIPMENT





Property,
      plant and equipment is carried at cost less accumulated depreciation and
      amortization. Depreciation and amortization are computed using the straight-line
      method over the useful lives of the assets. Amortization of leasehold
      improvements is calculated on a straight-line basis over the life of the asset
      or the term of the lease, whichever is shorter. Major renewals and betterments
      are capitalized and depreciated; maintenance and repairs that do not extend
      the
      life of the respective assets are charged to expense as incurred. Upon disposal
      of assets, the cost and related accumulated depreciation are removed from the
      accounts and any gain or loss is included in income. Depreciation related to
      property and equipment used in production is reported in cost of sales. Property
      and equipment are depreciated over their estimated useful lives as
      follows:





Machinery
                and equipment
            10
                yearsVehicles
            7
                yearsOffice
                equipment
            7
                years





Long-term
      assets of the Company are reviewed annually to assess whether the carrying
      value
      has become impaired, according to the guidelines established in Statement of
      Accounting Standards (SFAS) No. 144, *“Accounting
      for the Impairment or Disposal of Long-Lived Assets.”* The
      Company also evaluates the periods of amortization to determine whether
      subsequent events and circumstances warrant revised estimates of useful lives.
      No impairment of assets was recorded in the periods reported.





REVENUE
      RECOGNITION





Revenues
      are recognized as earned when the following four criteria are met: (1)
      persuasive evidence of an arrangement exists; (2) delivery has occurred; (3)
      the
      seller's price to the buyer is fixed or determinable; and (4) collectibility
      is
      reasonably assured.





ADVERTISING
      EXPENSE





Advertising
      costs are expensed as incurred. Advertising expense amounted to $3,490, and
      $0
      for the years ended December 31, 2004 and 2003, respectively.





-
          16
          -


FOREIGN
      CURRENCY AND COMPREHENSIVE INCOME





The
      accompanying consolidated financial statements are presented in United States
      (US) dollars. The functional currency is the Renminbi (RMB). The consolidated
      financial statements are translated into US dollars from RMB at year-end
      exchange rates for assets and liabilities, and weighted average exchange rates
      for revenues and expenses. Capital accounts are translated at their historical
      exchange rates when the capital transactions occurred.





The
      exchange rate for RMB to US dollars has varied by only 100ths during 2004 and
      2003. Thus, the consistent exchange rate used has been 8.28 RMB per each US
      dollar. Since there have been no greater fluctuations in the exchange rate,
      there is no gain or loss from foreign currency translation and no resulting
      other comprehensive income or loss.





RMB
      is
      not freely convertible into the currency of other nations. All such exchange
      transactions must take place through authorized institutions. There is no
      guarantee the RMB amounts could have been, or could be, converted into US
      dollars at rates used in translation.





TAXES





Deferred
      tax assets and liabilities are recognized for the future tax consequences
      attributable to differences between the financial statement carrying amounts
      of
      existing assets and liabilities and their respective tax bases. Deferred tax
      assets and liabilities are measured using enacted tax rates expected to apply
      to
      taxable income in the years in which those temporary differences are expected
      to
      reverse. The effect on deferred tax assets and liabilities of a change in tax
      rates is recognized in the statement of operations in the period that includes
      the enactment date. A valuation allowance is provided for deferred tax assets
      if
      it is more likely than not these items will either expire before the Company
      is
      able to realize their benefits, or that future deductibility is
      uncertain.





Currently,
      the Company has recorded no income taxes and no deferred taxes because it is
      a
      high-tech company registered in Chinese Zhongguancun Science Park. In China,
      high-tech companies are encouraged to promote their technologies to the market,
      so the Company is exempted from income tax for its first three years.





EARNINGS
      PER SHARE





Basic
      earnings per common share ("EPS") is calculated by dividing net income by the
      weighted average number of common shares outstanding during the year. Diluted
      earnings per common share are calculated by adjusting the weighted average
      outstanding shares, assuming conversion of all potentially dilutive securities,
      such as stock options and warrants. The numerator and denominator used in the
      basic and diluted EPS of common stock computations are presented in the
      following table:


-
          17
          -





**Year
                ended December 31,****2004**
            
            **2003**NUMERATOR
                FOR BASIC AND DILUTED EPSIncome from continuing operations available to common
                shareholders
            
            
            408,736
            
            
            --Income from discontinued operations
            
            
            81,420
            
            
            15,026Net
                income to common stockholders
            
            $
            490,156
            
            $
            15,026DENOMINATOR
                FOR BASIC EPSWeighted average shares of common stock outstanding
            
            
            9,298,823
            
            
            9,298,823EPS - Basic from continuing operations
            
            $
            0.04
            
            $
            --EPS - Basic from discontinued operations
            
            $
            0.01
            
            $
            --EPS - Basic
            
            $
            0.05
            
            $
            --DENOMINATOR
                FOR FULLY DILUTED EPSWeighted average shares of common stock outstanding
            
            
            9,298,823
            
            
            9,298,823Exercisable warrants
            
            
            1,337
            
            
            --Weighted average common shares and warrants outstanding
            
            
            9,300,160
            
            
            9,298,823EPS - Fully diluted from continuing operations
            
            $
            0.04
            
            $
            --EPS - Fully diluted from discontinued operations
            
            $
            0.01
            
            $
            0.00EPS - Fully diluted
            
            $
            0.05
            
            $
            0.00





4.  BUSINESS
      COMBINATIONS





On
      September 22, 2000, Tian Bai was incorporated in the PRC to manufacture and
      sell
      clothing and related products. On December 16, 2003 Beijing Tenet Jove was
      incorporated in the PRC and purchased a 51% interest in Tian Bai. The previous
      owners of the 51% interest in Tian Bai (from September 2000 to December 2003)
      are the same as the owners of Beijing Tenet Jove, which fact makes the
      transaction fall outside of the requirements for normal purchase accounting
      (SFAS 141). Instead, it constituted a transfer between entities under common
      control. A transfer of entities under common control is accounted for in a
      manner similar to a pooling of interests, wherein the accounts of the subsidiary
      are included in the consolidated results as if the transfer had occurred at
      the
      beginning of the first period presented (SFAS 141 Appendix D 11-18; see also
      EITF 02-5).





On
      January 12, 2004, Haer Bin was incorporated in the PRC, as a 51% owned
      subsidiary of Beijing Tenet Jove. At the inception of Haer Bin, Beijing Tenet
      Jove contributed 51% of the registered capital of Haer Bin and recorded it
      as an
      investment in subsidiary, which account was eliminated on
      consolidation.





On
      January 14, 2004, QiQiHaer was established in the PRC as a 55% owned subsidiary
      of Beijing Tenet Jove. At the inception of QiQiHaer, Beijing Tenet Jove
      contributed 275,000 RMB ($33,213) as 55%
      of the registered capital of QiQiHaer and recorded it as an investment in
      subsidiary, which account was eliminated on consolidation.


-
            18
            -




On
      February 13, 2004 Nan Jing was established in the PRC as a 51% owned subsidiary
      of Beijing Tenet Jove. At the inception of Nan Jing, Beijing Tenet Jove
      contributed 408,000 RMB($49,275) as 51%
      of the registered capital of Nan Jing and recorded it as an investment in
      subsidiary, which account was eliminated on consolidation.





Tian
      Yi
      Hua Tai, Tianjin (Tianjin) was incorporated in the PRC on August 12, 2003 as
      a
      manufacturer of clothing and related products. On April 27, 2004 Tianjin merged
      into Beijing Tenet Jove, becoming a 90% subsidiary. The Company paid cash of
      $36,232 and notes payable of $100,823 for an aggregate of $137,055 to the owners
      in exchange for the 90% interest. As the principal owners of Tianjin were the
      same as the principal owners of Beijing Tenet Jove, the transaction was
      accounted for as a transfer of entities under common control whereby the assets
      and liabilities of the acquired company were recorded at their historical cost
      basis and the results of its operations are consolidated with those of the
      Company as if the transfer had occurred at the beginning of the first period
      presented. No adjustment to additional paid-in capital was required, as the
      amount paid was equal to the historical cost basis of the net assets acquired.
      The following table details the net assets acquired in the
      transaction.





Cash
            
            $
            27,559Accounts
                receivable
            
            
            5,398Inventory
            
            
            467,065Other
                receivables
            
            
            123,672Vendor
                deposits
            
            
            205,263Fixed
                assets
            
            
            43,197Payables
            
            
            (707,821
            )Accrued
                liabilities
            
            
            (12,050
            )Net
                assets of subsidiary
            
            
            152,283Minority
                interest @ 10%
            
            
            (15,228
            )Net
                assets acquired
            
            $
            137,055





In
      order
      to reduce its overhead chargeable to its subsidiaries, The Company decided
      to
      change its structure from a parent-subsidiary model to a supplier-dealer model.
      On July 27, 2004, Beijing Tenet Jove sold for cash all of its equity interest
      in
      Haer Bin. After disposal we had no continuing involvement with Haer
      Bin.





During
      the process of its operation and development, the company found a more competent
      manufacturer with higher content of hi-tech - Tianjin Tian Yi Hua Tai, Tianjin
      Tenet Health is an owner of 13 patents in Apocynum technology, and it is more
      able to meet the demand of the Company in applying bio hi-tech to the Apocynum
      industry. Consequently, the Company discontinued its operation in Tian Bai.
      On
      October 18, 2004, Beijing Tenet Jove sold all of its equity interest in Tian
      Bai
      for cash. Since disposal, Beijing Tenet Jove has had no transaction with Tian
      Bai and thus has no continuing involvement with Tian Bai.





In
      aggregate, the Company recognized gains of $80,945 on the sales of these
      subsidiaries, which is included as gain on disposal of subsidiaries in the
      statement of operations. The following table details the net assets sold in
      these transactions:


-
          19
          -




Cash
            
            $
            26,617Accounts receivable
            
            
            65,345Inventory
            
            
            412,816Other receivables
            
            
            286,095Fixed assets
            
            
            20,132Account payables
            
            
            (151,769
            )Accrued liabilities
            
            
            (480,142
            )Net
                assets of subsidiaries
            
            
            179,094Minority interest @ 49%
            
            
            (87,756
            )Net
                assets sold
            
            $
            91,338Sale
                proceeds
            
            $
            172,283Gain
                on disposal of subsidiaries
            
            $
            80,945





On
      November 4, 2004, owners of Beijing Tenet Jove acquired a controlling interest
      in the Company from its previous stockholders. On December 30, 2004, the Company
      issued 6,800,000 s hares
      of
      its common stock in exchange for 100% of the outstanding registered capital
      of
      Beijing Tenet Jove. Beijing Tenet Jove is treated as the accounting acquirer
      in
      a reverse merger. Consequently, these financial statements reflect the accounts
      and operations of Beijing Tenet Jove and its consolidated subsidiaries, with
      the
      adopted capital structure of the Company retroactively restated.





5.  ISSUANCE
      OF COMMON STOCK





On
      March
      12, 2004, Beijing Tenet Jove increased its registered capital in the amount
      of
      8,500,000RMB ($1,026,571) thereby requiring its owners to invest additional
      capital. Inventory and intangibles were contributed in satisfaction of the
      increase.





Prior
      to
      the reverse merger, the Company issued 1,125,000 shares of its
      common stock for consulting services with a value of $2,250.





Pursuant
      to the reverse merger, the Company issued 6,800,000 shares of
      its
      common stock to acquire 100% of Beijing Tenet Jove.





On
      November 12, 2005 the Company effected a 1:2 reverse stock split. Immediately
      prior to the split there were 18,597,640 common shares outstanding and
      immediately following the split there were 9,298,823 common shares outstanding
      at December 31, 2004. Immediately prior to the split there were 2,747,640 common
      shares outstanding and immediately following the split there were  1,373,823
      common shares outstanding at December 31, 2003.





6.  RELATED
      PARTY TRANSACTIONS





Related
      party receivables consist of advances due from stockholders. The amounts bear
      no
      interest and are payable on demand. Balances at December 31, 2004 and 2003
      are
      $79,046 and $0, respectively.


-
          20
          -


Related
      party payables consist of loans from its stockholders. The loans bear no
      interest and are payable on demand. Balances at December 31, 2004 and 2003
      are
      $588,201 and $255,862, respectively.





7.  PROPERTY,
      PLANT AND EQUIPMENT





Property,
      plant and equipment consisted of the following at December 31,





**2004**
            
            **2003**Machinery
                and equipment
            
            $
            24,719
            
            $
            --Vehicles
            
            
            40,302
            
            
            11,712Office
                equipment
            
            
            65,762
            
            
            1,352Subtotal
            
            
            130,783
            
            
            13,064Less:
                accumulated depreciation
            
            
            (25,535
            )
            
            (7,487
            )Net
                property and equipment
            
            $
            105,248
            
            $
            5,577





Depreciation
      expense was $20,671 and $2,276 for years ending December 31, 2004 and 2003,
      respectively.





8.  INTANGIBLES





Intangibles
      consist primarily of manufacturing patent rights, acquired in the business
      combination with Tianjin as well as purchased trademark. They are
      determined to have a finite life of 10 years
      and are being amortized straight line over that period. Accumulated amortization
      at December 31, 2004 and 2003 is $6,466 and $0, respectively. Amortization
      expense recognized during 2004 and 2003 is $6,466 and $0,
      respectively.





9.  NOTES
      PAYABLE





Notes
      payable bear interest between 10% and 18% and have maturities between three
      to
      twelve months from issue. At December 31, 2004 and 2003, principal balances
      of
      notes payable due within a year totaled $314,009 and $0, respectively. Accrued
      interest of $8,555 relating to theses notes was included in other payables
      at
      December 31, 2004.





10.  CUSTOMER
      DEPOSITS





Customer
      deposits at December 31, 2004 consist of $409,945 in prepayments to the Company
      for merchandise that had not yet shipped. The Company will recognize the
      deposits as revenue as customers take delivery of the goods, in compliance
      with
      its revenue recognition policy.





11.  COMMITMENTS





The
      Company leases factory and office space under non-cancelable leases. Future
      minimum lease payments are reflected in the following table:





-
            21
            -




2005
            $37,5512006
            32,6602007
            10,8612008
            --2009
            --Total
            $81,072





12.  CONTINGENCIES





The
      Company has not, historically, carried any property or casualty insurance.
      No
      amounts have been accrued for any liability that could arise from the lack
      of
      insurance. Management feels the chances of such an obligation arising are
      remote.





13.  STOCK
      WARRANTS





Pursuant
      to the Stock Purchase Agreement executed in conjunction with the reverse merger
      of the Company and Beijing Tenet Jove, a warrant for 5% of the outstanding
      stock
      of the Company, currently calculated to be 489,412 shares,
      was issued to the selling stockholders, exercisable at par value, and expiring
      on December 12, 2005. Certain information regarding outstanding and exercisable
      warrants is summarized as follows:





Exercise
              Price
            Number
              Outstanding
            Weighted
                Average
              Exercise
                Price
            Weighted
                Average
              Life
                - Years$0.001
            489,412
            $0.001
            1





14.  NEW
      ACCOUNTING PRONOUNCEMENTS





In
      May
      2004, the Emerging Issues Task Force of the FASB came to a consensus regarding
      EITF 02-14 “Whether an Investor Should Apply the Equity Method of Accounting to
      Investments Other Than Common Stock”. The consensus of the task force is that
      the equity method of accounting is to be used for investments in common stock
      or
      in-substance common stock, effective for reporting periods beginning after
      September 15, 2004. The Company currently has no equity investments other than
      its consolidated subsidiaries. As such, this standard has no application to
      the
      Company.





In
      November 2004, the FASB issued Statement No. 151, “Inventory Costs”. SFAS No.
      151 requires that items such as idle facility expense, excessive spoilage,
      double freight, and rehandling costs be recognized as current period charges
      and
      that allocation of fixed production overheads to the costs of conversion be
      based on the normal capacity of the production facilities. The statement is
      effective for fiscal periods beginning after June 15, 2005. The Company believes
      that the application of SFAS No. 151 will have no significant impact on the
      financial statements.





-
          22
          -


In
      December 2004, the FASB issued Statement No. 153, “Exchange of Non-Monetary
      Assets”. SFAS No. 153 confirms that exchanges of nonmonetary assets are to be
      measured based on the fair value of the assets exchanged, except for exchanges
      of nonmonetary assets that do not have commercial substance. Those transactions
      are to be measured at entity specific values. The Company believes that the
      application of SFAS No. 153 will have no significant impact on the financial
      statements.





In
      December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
      Payment," which amends SFAS No. 123, "Accounting for Stock-Based Compensation."
      SFAS No. 123, as revised, requires public entities to measure the cost of
      employee services received in exchange for an award of equity instruments based
      on the grant-date fair value of the award. The cost will be recognized over
      the
      period during which an employee is required to provide service in exchange
      for
      the award. No compensation cost is recognized for equity instruments for which
      employees do not render the requisite service. The effective date for the
      Company is the first reporting period beginning after December 15, 2005.
      Management expects that the application of SFAS No. 123 (revised 2004) will
      have
      no effect on the Company, as it has not historically compensated its employees
      with stock based compensation.





15.  SUBSEQUENT
      EVENT





On
      November 12, 2005 the Company effected a 1:2 reverse stock split. Fractional
      shares were rounded up to the nearest whole share. Prior to the split 18,597,640
      shares and 2,747,640 shares were issued and outstanding at December 31, 2004
      and
      2003, respectively. Subsequent to the split 9,298,823 shares and 1,373,823
      shares were issued and outstanding at December 31, 2004 and 2003, respectively.
      These financial statements have been retroactively restated to show the effects
      of the stock split as if it occurred at the beginning of the earliest period
      presented.





16.  RESTATEMENT





Subsequent
      to the issuance of the financial statements, management discovered an error
      related to the presentation of a trademark right. The result of the restatement
      is that trademark right previously reported as an other receivable is correctly
      reported as an intangible asset. The company now has made corrections and
      amortization. The company also discovered that the denominators used in
      calculating earnings per share were misstated, resulting in an overstatement
      of
      earnings per share in 2003.





Accordingly,
      consolidated balance sheets, statement of operations and statements of cash
      flows have been revised as follows.


-
          23
          -




**December
                31,****Restated**
            
            **Original****2004**
            
            **2004****ASSETS****Current
                assets**Cash and cash equivalents
            
            $
            64,272
            
            $
            64,272Trade receivables, net
            
            
            1,213,934
            
            
            1,213,934Other receivables
            
            
            324,426
            
            
            386,595Vendor deposits
            
            
            129,606
            
            
            129,606Prepaid expenses
            
            
            56,471
            
            
            56,471Inventories
            
            
            2,305,510
            
            
            2,305,510**Total
                current assets**
            
            $
            4,094,219
            
            
            4,360,973Property, plant and equipment, net
            
            
            105,248
            
            
            105,248Related party receivables
            
            
            79,046
            
            
            79,046Intangibles, net
            
            
            182,472
            
            
            20,291**Total
                assets**
            
            $
            4,460,985
            
            $
            4,360,973**LIABILITIES
                AND STOCKHOLDERS’ EQUITY****Current
                liabilities**Trade payables
            
            $
            1,144,012
            
            $
            1,038,910Related party payables
            
            
            588,201
            
            
            588,201Accrued liabilities
            
            
            11,627
            
            
            11,627Other payables
            
            
            195,567
            
            
            195,567Notes payable
            
            
            314,009
            
            
            314,009Taxes payable
            
            
            87,535
            
            
            87,535Customer deposits
            
            
            409,945
            
            
            409,945Accrued employee benefits
            
            
            21,448
            
            
            21,448**Total
                current liabilities**
            
            
            2,772,344
            
            
            2,667,242**Minority
                interest**
            
            
            91,571
            
            
            91,571**Commitments
                and contingencies****Stockholders’
                equity**Common
                stock; par value $.001, 25,000,000 shares authorized;
              9,298,823
                and 1,373,823 issued and outstanding
            
            
            9,299
            
            
            9,299Additional
                paid in capital
            
            
            1,079,908
            
            
            1,079,908Retained
                earnings
            
            
            507,863
            
            
            512,953Accumulated
                other comprehensive income
            
            
            --
            
            
            --**Total
                stockholders’ equity**
            
            
            1,597,070
            
            
            1,602,160**Total
                liabilities and stockholders’ equity**
            
            $
            4,460,985
            
            $
            4,360,973


-
            24
            -


**Year
                ended December 31,****Restated**
            
            **Original****2004**
            
            **2004**RevenuesSales revenues
            
            $
            2,102,219
            
            $
            2,102,219Cost of goods sold
            
            
            829,099
            
            
            829,099Gross
                profit
            
            
            1,273,120
            
            
            1,273,120Operating
                expensesAdvertising
            
            
            3,490
            
            
            3,490Bad debt expense
            
            
            165,766
            
            
            165,766Other selling expenses
            
            
            88,252
            
            
            88,252Salaries and benefits
            
            
            284,664
            
            
            284,664Depreciation and amortization
            
            
            27,104
            
            
            22,014Other general and administrative expenses
            
            
            263,046
            
            
            263,046Total
                operating expenses
            
            
            832,322
            
            
            827,232Operating
                income
            
            
            440,798
            
            
            445,888Other
                income (expense)Interest expense
            
            
            (29,013
            )
            
            (29,013
            )Income (loss) on equity investments
            
            
            --
            
            
            --Other
            
            
            408
            
            
            408Total
                other income (expense)
            
            
            (28,605
            )
            
            (28,605
            )Income before taxes and minority interest
            
            
            412,193
            
            
            417,283Provision for income taxes
            
            
            1,617
            
            
            1,617Income
                before minority interest
            
            
            410,576
            
            
            415,666Minority interest in income of subsidiaries
            
            
            (1,840
            )
            
            (1,840
            )Income
                from continuing operations
            
            
            408,736
            
            
            413,826Income from operations of disposed subsidiaries
            
            
            475
            
            
            475Gain on disposal of subsidiaries
            
            
            80,945
            
            
            80,945Net
                income from discontinued operations
            
            
            81,420
            
            
            81,420Net
                income
            
            $
            490,156
            
            $
            495,246Foreign currency translation adjustment
            
            
            --
            
            
            --Comprehensive
                income
            
            $
            490,156
            
            $
            495,246Basic
                earnings per common share:From continuing operations
            
            $
            0.04
            
            $
            0.04From discontinued operations
            
            $
            0.01
            
            $
            0.01From net income
            
            $
            0.05
            
            $
            0.05Diluted
                earnings per common share:From continuing operations
            
            $
            0.04
            
            $
            0.04From discontinued operations
            
            $
            0.01
            
            $
            0.01From net income
            
            $
            0.05
            
            $
            0.05Denominator
                for basic earnings per share
            
            
            9,298,823
            
            
            9,298,823Denominator
                for diluted earnings per share
            
            
            9,300,160
            
            
            9,298,823


-
            25
            -


**Year
                ended December 31,****Restated**
            
            **Original****2004**
            
            **2004****Cash
                flows from operating activities:**Net income
            
            $
            490,156
            
            $
            495,246Adjustments
                to reconcile net loss to net cash used in operations:Depreciation and amortization
            
            
            27,137
            
            
            22,047Provision for allowance on receivables
            
            
            165,766
            
            
            165,766Inventory reserves
            
            
            111,092
            
            
            111,092Stock issued for services
            
            
            2,250
            
            
            2,250Minority interest
            
            
            1,840
            
            
            1,840Gain on disposal of subsidiary
            
            
            (80,945
            )
            
            (80,945
            )**Changes
                in operating assets and liabilities:**Trade receivables
            
            
            (1,333,002
            )
            
            (1,333,002
            )Other receivables
            
            
            (380,590
            )
            
            (380,590
            )Vendor deposits
            
            
            (129,606
            )
            
            (129,606
            )Prepaid expenses
            
            
            (56,471
            )
            
            (56,471
            )Inventories
            
            
            (782,177
            )
            
            (782,177
            )Trade payables
            
            
            904,428
            
            
            904,428Accrued liabilities
            
            
            (148,231
            )
            
            (148,231
            )Other payables
            
            
            195,567
            
            
            195,567Taxes payable
            
            
            87,535
            
            
            87,535Customer deposits
            
            
            409,944
            
            
            409,944Accrued employee benefits
            
            
            21,448
            
            
            21,448**Net
                cash provided by (used in) operations**
            
            
            (493,859
            )
            
            (493,859
            )**Cash
                flows from investing activities:**Related party receivables
            
            
            (79,046
            )
            
            (79,046
            )Proceeds from sale of subsidiary
            
            
            172,283
            
            
            172,283Purchase of property and equipment
            
            
            (121,948
            )
            
            (121,948
            )**Net
                cash used in investing activities**
            
            
            (28,711
            )
            
            (28,711
            )**Cash
                flows from financing activities:**Related party payables
            
            
            332,339
            
            
            332,339Repayments on short-term notes payable
            
            
            (63,960
            )
            
            (63,960
            )Proceeds from short term loans
            
            
            314,009
            
            
            314,009**Net
                cash provided by (used in) financing activities**
            
            
            582,388
            
            
            582,388Increase
                in cash and cash equivalents
            
            
            59,818
            
            
            59,818Cash
                and cash equivalents, beginning of period
            
            
            4,454
            
            
            4,454Cash
                and cash equivalents, end of period
            
            $
            64,272
            
            $
            64,272**Supplemental
                disclosures of cash flow information:**Cash
                paid for interest
            
            $
            20,458
            
            $
            20,458Cash
                paid for income taxes
            
            $
            --
            
            $
            --**Supplemental
                disclosures of non-cash investing and financing
                activities:**Stock
                issued for services
            
            $
            2,250
            
            $
            2,250Inventory
                and intangibles acquired as additional paid in capital
            
            $
            1,026,571
            
            $
            1,026,571


-
            26
            -


**Year
                ended December 31,****Restated**
            
            **Original****2003**
            
            **2003**Basic
                earnings per common shareFrom continuing operations
            
            $
            --
            
            $
            --From discontinued operations
            
            $
            --
            
            $
            0.01From net income
            
            $
            --
            
            $
            0.01Diluted
                earnings per common shareFrom continuing operations
            
            $
            --
            
            $
            --From discontinued operations
            
            $
            --
            
            $
            0.01From net income
            
            $
            --
            
            $
            0.01Denominator
                for basic earnings per share
            
            
            9,298,823
            
            
            1,373,823Denominator
                for diluted earnings per share
            
            
            9,298,823
            
            
            1,373,823








-
          27
          -




ITEM
      8. CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.





There
      have been no disagreements with accountants on accounting matters or financial
      disclosure.





ITEM
      8A.
      CONTROLS AND PROCEDURES





*Evaluation
      of Controls* .
      As of
      December 31, 2004, we evaluated the effectiveness of the design and operation
      of
      our disclosure controls and procedures ("Disclosure Controls"). This evaluation
      (“Evaluation”) was performed by our Chairman and Chief Executive Officer, Mr.
      Yuying Zhang, who is the principal executive officer of our Company (known
      as
“CEO”), and our Chief Financial Officer, Dan Liu, who is our principal financial
      officer (“CFO”). In addition, we have discussed these matters with our
      securities counsel. In this section, we present the conclusions of our CEO
      and
      CFO based on their Evaluation as of December 31, 2004, with respect to the
      effectiveness of our Disclosure Controls.





*CEO
      and CFO Certifications* .
      Attached to this annual report, as Exhibits 31.1 through 31.2, are certain
      certifications of the CEO and CFO, which are required in accordance with the
      Exchange Act and the Commission's rules implementing such section (the "Rule
      13a-14(a)/15d-14(a) Certifications"). This section of the annual report contains
      the information concerning the Evaluation referred to in the Rule
      13a-14(a)/15d-14(a) Certifications. This information should be read in
      conjunction with the Rule 13a-14(a)/15d-14(a) Certifications for a more complete
      understanding of the topic presented.





*Disclosure
      Controls* .
      When we
      refer to Disclosure Controls in this document, we mean controls and other
      procedures of our company that are designed to ensure that information required
      to be disclosed by us in the reports that we file or submit under the Exchange
      Act is recorded, processed, summarized and reported, within the time periods
      specified in the Commission's rules and forms. Disclosure controls and
      procedures include, without limitation, controls and procedures designed to
      ensure that information required to be disclosed by us in the reports that
      we
      file or submit under the Act is accumulated and communicated to our management,
      including our principal executive and principal financial officers, or persons
      performing similar functions, as appropriate to allow timely decisions regarding
      required disclosure.





The
      Disclosure Controls to which we refer do not necessarily include internal
      controls over financial reporting, as defined by Exchange Act Rule 13a-15(f)
      and
      15d-15(f). We have not yet conducted a separate evaluation of our internal
      controls over financial reporting, because we are not required by law to do
      so
      according to SEC Release no. 33-8760, until our first fiscal year ending after
      December 15, 2007. We intend to comply with such reporting and evaluation at
      that time and all times thereafter.





*Limitations
      on the Effectiveness of Controls* .
      Our
      management does not expect that our Disclosure Controls will prevent all error
      and all fraud. A control system, no matter how well developed and operated,
      can
      provide only reasonable, but not absolute, assurance that the objectives of
      the
      Disclosure Controls are met. Further, the design of the Disclosure Controls
      must
      reflect the fact that there are resource constraints, and the benefits of
      Disclosure Controls must be considered relative to their costs. Because of
      the
      inherent limitations in all control systems, no evaluation of Disclosure
      Controls can provide absolute assurance that all Disclosure Control issues
      and
      instances of fraud, if any, within the Company have been detected. These
      inherent limitations include the realities that judgments in decision-making
      can
      be faulty, and that breakdowns can occur because of simple error or mistake.
      Additionally, Disclosure Controls can be circumvented by the individual acts
      of
      some persons, by collusion of two or more people, or by management override
      of
      the Disclosure Controls. The design of a system of Disclosure Controls also
      is
      based in part upon certain assumptions about the likelihood of future events,
      and there can be no assurance that any design will succeed in achieving its
      stated objectives under all potential future conditions. Over time, Disclosure
      Controls may become inadequate because of changes in conditions, or because
      the
      degree of compliance with the policies or procedures may deteriorate. Because
      of
      the inherent limitations in a cost-effective system of Disclosure Controls,
      misstatements due to error or fraud may occur and not be detected, or may be
      detected later than expected.





-
          28
          -




*Scope
      of the Evaluation* .
      The CEO
      and CFO's evaluation of our Disclosure Controls included a review of the
      controls' (i) objectives, (ii) design, (iii) implementation, and (iv) the effect
      of the controls on the information generated for use in this annual report.
      In
      the course of the Evaluation, the CEO and CFO sought to identify data errors,
      control problems, acts of fraud, and they sought to confirm that appropriate
      corrective action, including process improvements, was being undertaken. This
      type of evaluation is done on a quarterly basis so that the conclusions
      concerning the effectiveness of our Disclosure Controls can be reported in
      our
      quarterly reports on Form 10-QSB and annual reports on Form 10-KSB. The overall
      goals of these various evaluation activities are to monitor our Disclosure
      Controls, and to make modifications if and as necessary. Our intent in this
      regard is that the Disclosure Controls will be maintained as dynamic systems
      that change (including improvements and corrections) as conditions
      warrant.




*Conclusions.* Based
      upon the Evaluation, our CEO and CFO have concluded that, as of December 31,
      2004, our Disclosure Controls are effective at that reasonable assurance level
      to ensure that information required to be disclosed by us in the reports that
      we
      file or submit under the Exchange Act is recorded, processed, summarized and
      reported to management, including the CEO and CFO, within the time periods
      specified in the Commission's rules and forms, and that our Disclosure Controls
      are effective at that assurance level to provide reasonable assurance that
      our
      financial statements are fairly presented in conformity with accounting
      principles generally accepted in the United States. Additionally, there has
      been
      no change in our Disclosure Controls that occurred during our most recent fiscal
      quarter that has materially affected, or is reasonably likely to affect, our
      Disclosure Controls.





ITEM
      8B.
      Other Information





N/A


Part
      III





ITEM
      9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
      PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.





The
      directors and executive officers currently serving the Company are as
      follows:




**Name**
              
              **Age**
              
              **Position(s)
                  Held**Yuying
                  Zhang
              
              53
              
              Chairman
                  & CEOWeixing
                  Yin
              
              47
              
              DirectorJohn
                  R. Rice
              
              60
              
              DirectorTian
                  Shuanpeng
              
              54
              
              DirectorLiu
                  Guiquing
              
              49
              
              DirectorZhang
                  Xiaoquang
              
              54
              
              DirectorWen
                  Lin
              
              28
              
              Secretary




The
      directors named above will serve until the next annual meeting of the Company's
      stockholders. Thereafter, directors will be elected for one year terms at the
      annual stockholders' meeting. Officers will hold their positions at the pleasure
      of the board of directors, absent any employment agreement, of which none
      currently exists or is contemplated. There is no arrangement or understanding
      between any of the directors or officers of the Company and any other person
      pursuant to which any director or officer was or is to be selected as a director
      or officer.




-
          29
          -




Yuying
      Zhang, age 53, Chairman and CEO. Mr. Zhang has been chairman and general manager
      of Beijing Tenet Jove Technological Development Co., Ltd. since December 2003.
      From 1995 until December 2003, he served as general manager of Tianjin Balas
      Technological Development Co., Ltd.  Mr. Zhang is a graduate of China
      Central Radio and Television University in China.





Weixing
      Yin, Director age 47. Mr. Yin has served as deputy chairman of Beijing Tenet
      Jove Technological Development Co., Ltd. since 2003. From 1996 until 2003,
      he
      was the general manager of Beijing Superstar Culture and Communication Center.
      Mr. Yin is a graduate of the Beijing College of Art in Beijing,
      China.





John
      R.
      Rice, Director, age 60. Mr. Rice received a Bachelor of Arts degree in Liberal
      Arts from the University of Miami in Miami, Florida, in 1964. From 1975 to
      1989,
      he was a principal of John R. Rice Associates, Inc., a New York-based business
      consulting and finance company that initially focused on asset based debt
      placements and expanded to include medical equipment lease financing with
      clients including, among others, Johnson and Johnson Technocare Division,
      Seimens Company, Picker Company, GE Capital, Marine Midland Bank, and various
      medical equipment-based Limited Partnerships. Mr. Rice became active in
      organizing, promoting and managing several Limited Partnerships. Mr. Rice is
      a
      founder, managing member and principal of Capstone & Company, LLC, a
      financial service company, and its affiliates. He oversees international
      marketing of Capstone's programs and services to investors and joint venture
      partners, and is also responsible for capital formation for the Capstone group
      of companies.





Shuangpeng
      Tian, Director, age 54.  Mr. Tian has been Vice-Chairman of the Board for
      of Beijing Tenet Jove Technological Development Co., Ltd. since December 2003
      and director of Tianjin Tenethealth Technological Development Co, Ltd. since
      July 2003. His responsibilities at Shineco include participating in corporate
      decision-making as a member of the Board of Directors. Concurrently with his
      service on the Tenet Jove and Tenethealth boards of directors, Mr. Tian has
      also
      served as Vice Chairman of Tianjin Kinghealth Techological Development Co.,
      Ltd., from December 2003 to the present. From August 1994 to the present, he
      has
      also served as General Manager of Renqiu Electric Power Company in Hebei
      Province. Mr. Tian received his Bachelor’s degree in Electronic Engineering from
      Xi’an JiaoTong University.





Guiquing
      Liu, Director, age 49.  Ms. Liu was Vice President of the Madian Savings
      Office of the Industrial and Commercial Bank of China, Beijing Branch, from
      March 2001 to December 2003. She has served as Vice-General Manager and Chief
      Financial Officer of the Beijing Great Wall Construction Engineering Co., Ltd.
      since December 2003. She has served as a director of Beijing Tenet Jove
      Technological Development Co., Ltd. since July 2003.





Xiaoguang
      Zhang, Director, age 54.  Concurrently with his duties on our board of
      directors, Mr. Zhang has also served as President of Beijing Zhong Mei Rong
      Guang Investment Consulting Co., Ltd. since November 2003.  From August
      2000 to November 2003, Mr. Zhang was Vice President of Dongfang Haoyu Investment
      Group, in charge of investment services. Before that, beginning in April 1992,
      he served as Supervising Department Director of the Industrial and Commercial
      Bank of China. Mr. Zhang has over 20 years experience in dealing with securities
      and financing transactions. He has served as a director of Beijing Tenet Jove
      Technological Development Co., Ltd. since 2004.





Lin
      Wen,
      Secretary age 28. Miss Lin Wen has served as Director of Administration and
      Management Center of Beijing Tenet Jove Technological Development Co., Ltd.
      since January 2004. From July 2002 to December 2003, she worked as Director
      of
      general office of Sales Company of Shandong Chenming Paper Holdings Ltd., and
      from July 2000 to June 2002 as assistant to general manager of Hangzhou Wahaha
      Group Co., Ltd. Miss Wen received a bachelor's degree in Economics from
      Chongqing University in 2000.





Compliance
      with Section 16(a) of the Exchange Act





The
      above-named officers and directors of the Company were each required to file
      Initial Statement of Beneficial Ownership of Securities on Form 3 at the time
      they acquired their ownership in the Company’s stock.  They have each
      represented to the Company that they will complete all required filings under
      Section 16(a) on or before August 15, 2005.




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          30
          -




ITEM
      10.      EXECUTIVE COMPENSATION





Other
      than reimbursement for expenses no officer or director received any remuneration
      from the Corporation during the fiscal year ended December 31, 2004, except
      for
      Yuying Zhang, who received annual compensation of $11,600.  Directors of
      the Company do not receive any compensation.  See “Certain Relationships
      and Related Transactions.”  The Company has no stock options, retirement
      pension or profit-sharing program for the benefit of directors, officers, or
      other employees, but the Board of Directors may recommend adoption of one or
      more of such programs in the future.




ITEM
      11.
      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
      following table sets forth, as of June 30, 2005, the number of shares of common
      stock owned of record, and beneficially by executive officers, directors and
      persons who hold 5% or more of the outstanding Common Stock of the
      Company.  Also included are the shares held by all executive officers and
      directors as a group.




Name
            Address
            Number
                of Shares
            PercentageYuying
                Zhang
            Suite
                1203, Dixiang Garden of Wanke Xincheng Garden, Xin Yibai Avenue,
                Beichen
                District, Tianjin, China, PC: 300402
            2,715,148
            29.36Min
                Zhao
            Suite
                1203, Dixiang Garden of Wanke Xincheng Garden, Xin Yibai Avenue,
                Beichen
                District, Tianjin, China, PC: 300402
            1,810,099
            19.57Shuangpeng
                Tian
            Electric
                Power Bureau of Renqiu City,
              Hebei
                Province, China, PC:062550
            1,176,564
            12.72Guocong
                Zhou
            Suite
                233, 5 Nongfengli, North Chaoyang Street, Chaoyang District,
              Beijing,
                China, PC: 100020
            1,176,564
            12.72Weixing
                Yin
            Suite
                1704, Building 1, Modern City, 88 Jianguo Street, Chaoyang District,
              Beijing,
                China, PC: 100022
            814,545
            8.8Li
                Shi
            Suite
                401, Entrance 2, Building 26, Dinghuisi Dongli, Haidian District,
              Beijing,
                China, PC: 100036
            814,545
            8.8Liu
                Guiqing
            Suite
                10, Entrance 7, 7 Fenzi Hutong, Xicheng District,
              Beijing,
                China, PC: 100032
            543,030
            8.7John
                R. Rice
            515
                Madison Avenue,
              New
                York, NY  10022
            19,226
            2.08All
                officers and directors as a group(5
                persons):
            
            5,268,513
            56.66





ITEM
      12.      CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS





There
      have been no transactions within the last two fiscal years in which the Company
      was a party, in which any director, executive officer, nominee for executive
      officer, director, or any material security holder, holding more than 5% of
      the
      shares, or any member of the immediate family of any of those persons, have
      a
      direct or indirect material interest.




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          31
          -




ITEM
      13.      EXHIBITS AND REPORTS ON FORM 8-K




(a)       The Exhibits listed below are filed as
      part of this Annual Report.




Exhibit
      No.


3.1
            Articles
                of Incorporation (incorporated by reference from Registration Statement
                on
                Form 10-SB
              filed
                with the Securities and Exchange Commission on August 24,
                2004).3.1a.
            Articles
                of Amendment of Articles of Incorporation.31.1
            Certification
                Under Section 302 of the Sarbanes-Oxley Act of 200231.2
            Certification
                Under Section 302 of the Sarbanes-Oxley Act of 200232.1
            Certification
                Under Section 906 of the Sarbanes-Oxley Act of 200232.2
            Certification
                Under Section 906 of the Sarbanes-Oxley Act of
                2002





(b)       The Company filed a report on Form 8-K
      during the quarter ended December 31, 2004 on December 9, 2004.




ITEM
      14.
      Principal Accountant Fees and Services





Audit
      Fees





Child,
      Sullivan & Company, the predecessor firm to Child, Van Wagoner &
Bradshaw, PLLC, provided audit services to us for our annual reports for the
      fiscal years ended December 31, 2004 and 2003. The aggregate fees billed by
      them
      for the audit of our annual financial statements and review of financial
      statements including 10-QSBs was approximately $27,500.





Audit-Related
      Fees





There
      were no fees billed in 2004 for professional services that are reasonably
      related to the audit or review of our financial statement that are not covered
      in the Audit Fees disclosure above.





Tax
      Fees





There
      were no fees billed for the year 2004 for professional services rendered by
      our
      auditors for tax advice and planning.





All
      Other
      Fees


There
      were no fees billed for the year 2004 for professional services rendered by
      our
      auditors for all other services not disclosed above.




[REMAINDER
      OF PAGE LEFT BLANK INTENTIONALLY; SIGNATURE PAGE TO FOLLOW]


-
          32
          -


**SIGNATURES**





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








Dated:
      April 16, 2007





SUPCOR,
      INC. now known as SHINECO, INC.




/s/
      Yuying Zhang


By:
      Yuying Zhang


Chairman
      and CEO (Principal Executive Officer)




/s/
      Dan Liu


By:
      Dan
      Liu


CFO
      (Principal Financial Officer)






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


/s/
                  Yuying Zhang
              04/16/07Yuying
                  Zhang, Chairman/s/
                  Shuanpeng Tian
              04/16/07Shuanpeng
                  Tian, Director/s/
                  Weixing Yin
              04/16/07Weixing
                  Yin, Director/s/
                  Guiquing Liu
              04/16/07Guiquing
                  Liu, Director/s/
                  Xiaoquang Zhang
              04/16/07Xiaoquang
                  Zhang, Director


-
          33
          -


**Exhibit
      3.1a**








**CERTIFICATE
      OF AMENDMENT**


**OF
      THE**


**CERTIFICATE
      OF INCORPORATION**


**OF**


**SUPCOR,
      INC.**


**UNDER
      SECTION 242 OF THE**


**CORPORATION
      LAW OF THE STATE OF DELAWARE**





**SUPCOR,
      INC.** (the
“Corporation”), a corporation organized and existing under and by virtue of the
      General Corporation Law of the State of Delaware, DOES HEREBY
      CERTIFY:





FIRST: 
      That the Board of Directors of said corporation, by written consent filed with
      the minutes of the Board, adopted the following resolutions proposing and
      declaring advisable the following amendments to the Certificate of Incorporation
      of said corporation:





“1.       
      That Article FIRST of the Certificate of Incorporation be amended and, as
      amended, read as follows:





‘FIRST: 
      The name of the Corporation is SHINECO, INC.’ ”





SECOND: 
      That the aforesaid amendment was duly adopted in accordance with the applicable
      provisions of Section 242 of the General Corporation Law of the State of
      Delaware.





THIRD: 
      Prompt notice of the taking of this corporate action is being given to all
      stockholders who did not consent in writing, in accordance with Section 228
      of
      the General Corporation Law of the State of Delaware.





IN
      WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by
      Yuying Zhang, its President, this 18th day of May 2005.





SUPCOR,
      INC.





By: /s/
      Yuying Zhang, President


Yuying Zhang,
      President