UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549










FORM
      10-KSB





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




For
      the
      fiscal year ended December 31, 2006.





OR





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





Commission
      File No. 3-52472





SHANDONG
      ZHOUYUAN SEED AND NURSERY CO, LTD.


(Name
      of
      Small Business Issuer in its Charter)




Delaware
                (State
                  or other jurisdiction of incorporation or organization)
              58-2258912
                (I.R.S.
                  Employer ID Number)




238
      Jianxindong Street, Laizhou, Shandong Province, P.R. China


(Address
      of principal executive offices)





Issuer's
      Telephone Number, including Area Code: 86451-8271-3712





Securities
      Registered Pursuant to Section 12(b) of the Act: None


Securities
      Registered Pursuant to Section 12(g) of the Act:





Common
      Stock, $.001 par value per share





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.  o





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or 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 in this form, and no disclosure will be contained, to the best
      of
      the 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. [ ]





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





State
      the
      issuer’s revenues for its most recent fiscal year: $ 424,709





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates, computed by reference to the price at which the common equity
      was sold, or the average bid and ask prices of such common equity, as of a
      specified date within the past 60 days.





The
      aggregate market value of the Registrant’s common stock, $.001 par value, held
      by non-affiliates as of April 13, 2007 was $ 18,508,206.





As
      of
      April 13, 2007 the number of shares outstanding of the Registrant’s common stock
      was 66,999,401 shares, $.001 par value.





Transitional
      Small Business Disclosure Format:  Yes___  No X





**DOCUMENTS
      INCORPORATED BY REFERENCE:** None









































**FORWARD-LOOKING
      STATEMENTS: NO ASSURANCES INTENDED**





*In
      addition to historical information, this Annual Report contains forward-looking
      statements, which are generally identifiable by use of the words “believes,”
“expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or
      similar expressions. These forward-looking statements represent Management’s
      belief as to the future of Shandong Zhouyuan Seed and Nursery Co. Ltd. Whether
      those beliefs become reality will depend on many factors that are not under
      Management’s control. Many risks and uncertainties exist that could cause actual
      results to differ materially from those reflected in these forward-looking
      statements. Factors that might cause such a difference include, but are not
      limited to, those discussed in the section entitled “Management’s Discussion and
      Analysis of Financial Condition and Results of Operations—Risk Factors That May
      Affect Future Results.” Readers are cautioned not to place undue reliance on
      these forward-looking statements. We undertake no obligation to revise or
      publicly release the results of any revision to these forward-looking
      statements.*




**PART
      1**





**Item
                1.**
            **Business**




Shandong
      Zhouyuan Seed and Nursery Co., Ltd. (the “Parent Corporation”) is a holding
      company with one active subsidiary: Infolink Pacific Limited, a British Virgin
      Islands corporation organized in September 2006 that is the beneficiary of
      a
      trust that owns 60% of the registered capital of Shandong Zhouyuan Seed and
      Nursery Co., Ltd. (“Zhouyuan”). Zhouyuan is incorporated in the People’s
      Republic of China, and is engaged in the business of developing and distributing
      agricultural seeds in China.




The
      People’s Republic of China does not permit non-residents to own a majority
      interest in any Chinese company involved in the seed industry. However, Chinese
      law does not prevent the assignment of a beneficial interest in a majority
      position nor the transfer to non-residents of effective control over a Chinese
      seed company. For this reason, in October 2006 Li Han Xun and You Li, who are
      the record shareholders of Zhouyuan, entered into Trust and Indemnity Agreements
      with Infolink. The Trust and Indemnity Agreements assign to Infolink all of
      the
      benefits of Mr. Li and Ms. You’s ownership of 60% of Zhouyuan. The Trust and
      Indemnity Agreements also assign to Infolink effective voting control over
      Zhouyuan, since Mr. Li and Ms. You agree to vote on shareholder matters as
      they
      are directed by Infolink. The Declaration of Trust signed by each of Mr. Li
      and
      Ms. You contains their undertaking to assign the Zhouyuan shares to Infolink
      at
      any time upon the request of Infolink.




On
      January 30, 2007 the Parent Corporation acquired ownership of Infolink Pacific
      Limited in exchange for 55,000,000 shares of the common stock of the Parent
      Corporation. Subsequently the Parent Corporation terminated the pharmaceutical
      consulting business that had been carried by its subsidiary, Heilongjiang
      Pingchuan Yi Liao Qi Xie You Xian Gong Si. On April 2, 2007, the Parent
      Corporation changed its name to “Shandong Zhouyuan Seed and Nursery Co.,
      Ltd.”







1





Zhouyuan
      was organized in 2001 under the laws of the People’s Republic of China. In 2002
      it acquired intellectual property and assets from two formerly state-owned
      entities: LaiZhou Agriculture Science Research Center and LaiZhou Yongzhou
      Seed
      Ltd. From its beginning, Zhouyuan has worked closely with government agencies,
      particularly the state Science and Technology Commission, on the development
      of
      improved hybrid seed strains. Zhouyuan now ranks as one of the top three seed
      producers in the LaiZhou District, which is known as the “Seed Valley of
      China.”




*Production*




Zhouyuan
      currently has approval from several Provincial governments to market a wide
      variety of seeds. Its primary product is corn seed, including both corn intended
      for forage and corn with a high starch content for use in industrial food
      production. In addition, Zhouyuan currently markets varieties of wheat seeds
      and
      cabbage seeds.




Among
      Zhouyuan’s most popular products are:




·
            Corn
                - Huiyaun 20. This summer sowing seed achieved first place among
                33
                competitors in a productivity test conducted in the Zhong District
                and
                second place in a competition held in Anhui Province.


·
            Corn
                - White Prince. This white corn has a high gluten content that gives
                it a
                particularly attractive taste. Zhouyuan is able to sell these seeds
                for
                almost four times the market price of standard corn
                seeds.


·
            Corn
                - Select Yeden 5. This corn is valued in difficult climates because
                it is
                especially resistant to disease and
                collapse.


·
            Corn
                - Spring Queen. In only 65 days (compared to the standard 95 - 115
                days)
                this seed produces a high yield of corn (approx. 24,000 kg. per acre)
                with
                a particularly good taste. Because of these benefits, Zhouyuan prices
                this
                seed at nine times the price of conventional corn
                seeds.


·
            Wheat
                - Zhouyuan 9369. This is a new variety of high quality wheat. It
                is rust
                resistance, and grows to 75 cm.




Zhouyuan’s
      seeds are currently produced for it by three independent seed growers and one
      municipality consisting of seven towns. These four sources dedicate 1400 to
      1750
      acres to growing seeds for Zhouyuan. Zhouyuan’s business plan contemplates that
      it will develop its own production capability on 4,250 acres. Achievement of
      that goal will require that Pingchuan obtain substantial additional capital
      for
      that purpose, either by selling its equity or obtaining debt financing.




Zhouyuan’s
      proprietary rights to its seeds are protected by patents, specifically six
      patents on its corn hybrids, one on its wheat hybrid and one on its cabbage
      hybrid. Zhouyuan also owns seven registered trademarks.




*The
      Seed Industry*




The
      People’s Republic of China contains less than 7% of the world’s cultivatable
      land, but 22% of the world’s population. For this reason, the government of
      China has placed a special focus on developing the advanced agricultural
      technology needed to successfully feed its population. The seed industry has
      been a prime beneficiary of this focus, receiving grants, tax relief and
      technological assistance.







2





Until
      2000 China restricted the market of any individual seed company to the district
      in which it was located. The Seed Law of the People’s Republic of China, issued
      in 2000, eliminated that restriction. Today, therefore, there are approximately
      3,700 firms marketing seeds nationwide. However, because the ability to have
      a
      national presence is new, the firms marketing seeds in China tend to be small,
      and none has significant market power. The eight largest seed companies are
      believed to control only about 25% of the national market.




A
      number
      of multinational companies have made inroads into the Chinese seed market,
      among
      them Monsanto, Pioneer and Sygenta. To date, however, their influence has been
      limited by the difficulty of marketing to the highly decentralized agricultural
      community in China. In addition, the multinationals primarily offer
      genetically-engineered seeds, which have not gained widespread acceptance in
      China.




*Marketing*




Farming
      in China remains a highly decentralized industry. Marketing to farmers is
      necessarily local, and loyalty is built on personal relationships. For that
      reason, Zhouyuan has developed a decentralized distribution network, constituted
      by county-based sales representatives who report to independent retail companies
      located in each of the 19 Provinces and Autonomous Regions in which Zhouyuan
      carries on marketing operations. Zhouyuan’s internal marketing personnel are
      responsible for monitoring the performance of the regional sales companies
      and
      providing any assistance they require.




*Employees*




Zhouyuan
      has 68 employees, all of whom are employed on a full-time basis. Its employees
      include 1 research scientist, 13 senior agronomists, 27 agronomists and 18
      technicians.




**Item
                2.**
            **Properties**





The
      executive offices of Zhouyuan are located at 238 Jianxindong Street in Laizhou
      in the Province of Shandong. Zhouyuan owns the building in which its offices
      are
      located, although it currently leases the first and second floor. This
      arrangement assures Zhouyuan of adequate space if its growth necessitates
      expansion of its offices.





The
      production facilities are located in a factory owned by Zhouyuan at 1688
      Chenggang Zhong Road in Laizhou. We will need additional capital equipment
      as we
      grow, however. But we believe the factory space will support our expansion
      for
      the foreseeable future.








3





**Item
                3.**
            **Legal
                Proceedings**




On
      April
      6, 2006 GreenTree Financial Group, Inc. commenced an action in the General
      Court
      of Justice of the State of North Carolina (County of Mecklenberg) titled
“GreenTree Financial Group, Inc. v. Pingchuan Pharmaceuticals, Inc.” GreenTree
      Financial Group alleges that it performed services under contract for Pingchuan
      Pharmaceutical, Inc., and is owed $118,500. Pingchuan Pharmaceutical answered
      the complaint and denied that it owes any money to GreenTree Financial Group.
      Trial of the action is scheduled for May 2007.





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




Not
      applicable.





**PART
      II**





**Item
                5.**
            **Market
                for Registrant’s Common Equity, Related Stockholder Matters and Small
                Business Issuer Purchases of Equity
                Securities**





*(a)
      Market Information*





The
      Company’s common stock is quoted on the OTC Bulletin Board under the symbol
“SZSN.OB.” Set forth below are the high and low bid prices for each of the eight
      quarters in the past two fiscal years.  All
      prices have been adjusted to reflect the 1-for-6 reverse stock split on January
      2, 2007. The reported bid quotations reflect inter-dealer prices without retail
      markup, markdown or commissions, and may not necessarily represent actual
      transactions.




BidQuarter
                Ending
            
            High
            
            LowMarch
                31, 2005
            
            $
            2.10
            
            $
            .90June
                30, 2005
            
            $
            31.50
            
            $
            .90September
                30, 2005
            
            $
            21.00
            
            $
            2.16December
                31, 2005
            
            $
            4.80
            
            $
            1.08March
                31, 2006
            
            $
            12.18
            
            $
            2.50June
                30, 2006
            
            $
            6.69
            
            $
            2.50September
                30, 2006
            
            $
            2.81
            
            $
            1.12December
                31, 2006
            
            $
            1.87
            
            $
            .68





*(b)
      Shareholders*




Our
      shareholders list contains the names of 1,904 registered stockholders of record
      of the Company’s Common Stock.

















4





*(c)
      Dividends*




The
      Company has not paid or declared any cash dividends on its Common Stock within
      the past three years and does not foresee doing so in the foreseeable future.
      The Company intends to retain any future earnings for the operation and
      expansion of the business. Any decision as to future payment of dividends will
      depend on the available earnings, the capital requirements of the Company,
      its
      general financial condition and other factors deemed pertinent by the Board
      of
      Directors.





*(d)
      Sale of Unregistered Securities*




The
      Company did not sell any unregistered securities during the 4 th quarter
      of 2006.





*(e)
      Repurchase of Equity Securities*




The
      Company did not repurchase any of its equity securities that were registered
      under Section 12 of the Securities Act during the 4 th quarter
      of 2006







**Item
                6**
            **Management’s
                Discussion and Analysis**





**Results
      of Operations**




Our
      lack
      of financial resources has made it difficult for us to establish the broad
      marketing network necessary to achieve widespread distribution of our seeds.
      But
      because seeds are a relatively low margin product, profitable operations depend
      on high volume sales. The result of our limited distribution has been that
      we
      have realized negative gross profit in each of the past two years. The revenue
      from our sales has exceeded the cost of the seeds by less than 20%, leaving
      insufficient net revenue to offset the amortization of our intellectual
      property.





In
      2006
      our sales revenue fell by 34% from the level achieved in 2005, which was itself
      insufficient to produce a gross profit. To sustain operations, we pared down
      the
      only discretionary spending that we had - our selling expenses. This decision
      enabled us to achieve cash flow slightly above break-even, but had the
      inevitable result of reducing our already dwindling revenue. The net result
      was
      that we realized a net loss before minority interest of $590,868 in 2006,
      compared to a net loss before minority interest of $433,756 in 2005.





Our
      statement of operations records an adjustment for “minority interest.” For 2006
      the minority interest adjustment reduced our net loss by $243,162. This
      represents the reversal of the portion of the loss incurred by Zhouyuan that
      is
      attributable to the 40% of Zhouyuan in which the Parent Corporation has no
      equity interest. If Zhouyuan realizes income in the future, a proportionate
      reduction in our consolidated income will be recorded for the same reason.








5





Our
      business operates entirely in Chinese Renminbi, but we report our results in
      our
      SEC filings in U.S. Dollars. The conversion of our accounts from RMB to Dollars
      results in translation adjustments, which are reported as a middle step between
      net income and comprehensive income. The net income or net loss is added to
      the
      retained earnings on our balance sheet; while the translation adjustment is
      added to a line item on our balance sheet labeled “accumulated other
      comprehensive income,” since it is more reflective of changes in the relative
      values of U.S. and Chinese currencies than of the success of our business.
      For
      2006 we recorded $25,120 in unrealized gains on foreign currency
      translation.





Liquidity
      and Capital Resources





At
      December 31, 2006 we had a working capital deficit of $2,098,233. We had only
      $2,600 in liquid assets, and only $41,204 in accounts receivable (net of
      allowance). At the same time we owed the Agricultural Bank of China $1,358,920
      plus $143,059 in accrued interest, and had other past-due obligations that
      far
      exceeded our ability to pay.





We
      remain
      in default with respect to our obligations to the Bank. Negotiations are ongoing
      with respect to a restructuring of the debt. At the same time, we cannot sustain
      operations for any significant period of time unless we obtain additional
      capital. Our efforts to attract capital are hindered, however, by our default
      to
      the Bank. The survival of our business, therefore, depends on our ability to
      develop a comprehensive debt relief and financing package. Unfortunately,
      because our operations have produced only a trickle of cash during the past
      two
      years, we can only achieve financing if we convince the investor that an
      investment in our company can be leveraged into a significant increase in
      revenues and cash flows.





In
      the
      event that we are unable to achieve a restructuring of our debt, it is likely
      that we will be required to sell our real property. This will have the effect
      of
      eliminating the revenue stream that we obtain by leasing a portion of the
      property, and will necessitate that we ourselves commence payment of lease
      fees.
      This would cause a further deterioration of our financial results.





We
      believe that our business plan is sound, and that our products are marketable.
      With adequate capital, we believe that Zhouyuan can be prosperous and
      profitable. We have no assurance, however, that the necessary capital can be
      achieved.




**Application
      of Critical Accounting Policies**





In
      preparing our financial statements we are required to formulate working policies
      regarding valuation of our assets and liabilities and to develop estimates
      of
      those values. In our preparation of the financial statements for 2006, there
      were two estimates made which were (a) subject to a high degree of uncertainty
      and (b) material to our results. The first was our determination, reflected
      in
      Note 2 and Note 7 to the Financial Statements, that our long-lived assets
      (specifically, our patents) have not been impaired and should continue to be
      amortized on the ten year schedule that we initially adopted. This determination
      was based on our expectation that our recent losses from operations will end
      as
      we expand our operations, and that we will realize the full value of our
      patents. The second was our determination, reflected in Note 3 to the Financial
      Statements, to record a $245,240 allowance for bad debt against our $286,444
      in
      accounts receivable. The determination was based on our assessment that we
      are
      unlikely to collect the accounts beyond the net amount recorded on our balance
      sheet.








6





We
      made
      no material changes to our critical accounting policies in connection with
      the
      preparation of financial statements for 2006.




**Impact
      of Accounting Pronouncements**





There
      were no recent accounting pronouncements that have had a material effect on
      the
      Company’s financial position or results of operations. There was one recent
      accounting pronouncement that may have a material effect on the Company’s
      financial position or results of operations.





In
      December 2004, the FASB issued SFAS No. 123R “Share-Based Payment.” This
      Standard addresses the accounting for transactions in which a company receives
      employee services in exchange for (a) equity instruments of the company or
      (b)
      liabilities that are based on the fair value of the company’s equity instruments
      or that may be settled by the issuance of such equity instruments. This Standard
      eliminates the ability to account for share-based compensation transactions
      using Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued
      to Employees,” and requires that such transactions be accounted for using a
      fair-value-based method. The Standard is effective for periods beginning after
      June 15, 2005. The Standard may adversely affect the Company’s results of
      operations if the Company issues a material amount of capital stock for
      services.





**Off-Balance
      Sheet Arrangements**





We
      do not
      have any off-balance sheet arrangements that have or are reasonably likely
      to
      have a current or future effect on our financial condition or results of
      operations.





**Risk
      Factors That May Affect Future Results**





You
      should carefully consider the risks described below before buying our common
      stock. If any of the risks described below actually occurs, that event could
      cause the trading price of our common stock to decline, and you could lose
      all
      or part of your investment.





*There
      is no assurance that we will be able to generate profits from our business.*




To
      date
      we have been unsuccessful in establishing a sufficient market for our seeds
      to
      assure us of profitability. In 2006 our sales were 34% lower than in 2005,
      and
      in neither year were sales at a level that could sustain profits. Unless we
      are
      able to obtain sufficient capital investment to permit us to expand operations,
      it is unlikely that we will be able to operate at a profitable level. We have
      no
      commitment from any source for financing, and there is no assurance that we
      will
      be able to obtain the necessary financing. Without financing, it is likely
      that
      our business will fail.








7





*If
      we
      are unable to settle our bank obligations, we may lose control of our
      business.*





We
      are
      currently in default with respect to principal and interest payments due on
      $1.3
      million in obligations to the Agricultural Bank of China. Our current financial
      situation does not permit us to satisfy the debt as written. We have been in
      negotiations with the Bank regarding a restructuring of the debt. If those
      negotiations do not reach a satisfactory conclusion, we may lose the realty
      that
      we pledged to secure the debt and may face a judgment that could force us into
      bankruptcy.





*We
      will be unable to compete effectively unless we maintain a technological
      advantage over our competitors.*




The
      physics of seed generation has been advancing rapidly in the past forty years.
      Innovations in design of seeds and methods of growing seeds are constant. Our
      ability to compete effectively in this market will depend on our ability to
      stay
      in the vanguard of technological change. However, we compete against many larger
      enterprises that have considerable resources to apply to research and
      development. If we are unable to gain access to the latest discoveries in seeds,
      we will not be able to compete effectively, and our business will fail.




*Our
      business and growth will suffer if we are unable to hire and retain key
      personnel that are in high demand.*




Our
      future success depends on our ability to attract and retain highly skilled
      marketing personnel, chemists, manufacturing technicians and engineers.
      Qualified individuals are in high demand in China, and there are insufficient
      experienced personnel to fill the demand. Therefore we may not be able to
      successfully attract or retain the personnel we need to succeed.




*We
      may have difficulty establishing adequate management and financial controls
      in
      China.*





The
      People’s Republic of China has only recently begun to adopt the management and
      financial reporting concepts and practices that investors in the United States
      are familiar with. We may have difficulty in hiring and retaining employees
      in
      China who have the experience necessary to implement the kind of management
      and
      financial controls that are expected of a United States public company. If
      we
      cannot establish such controls, we may experience difficulty in collecting
      financial data and preparing financial statements, books of account and
      corporate records and instituting business practices that meet U.S.
      standards.








8





*We
      may be unable to protect our proprietary and technology
      rights.*




The
      Company's success will depend in part on its ability to protect its proprietary
      rights and technologies. Zhouyuan relies on a combination of patents, trademark
      laws, trade secrets, confidentiality provisions and other contractual provisions
      to protect its proprietary rights. However, these measures afford only limited
      protection. Zhouyuan’s failure to adequately protect its proprietary rights may
      adversely affect our competitive prospects. Despite our efforts to protect
      our
      proprietary rights, unauthorized parties may attempt to copy aspects of
      Zhouyuan’s products or to obtain and use trade secrets or other information that
      it regards as proprietary.





Zhouyuan’s
      means of protecting its proprietary rights in the People’s Republic of China may
      not be adequate. The system of laws and the enforcement of existing laws in
      China may not be as certain in implementation and interpretation as in the
      United States. The Chinese judiciary is relatively inexperienced in enforcing
      corporate and commercial law, leading to a higher than usual degree of
      uncertainty as to the outcome of any litigation. The inability to enforce or
      obtain a remedy for theft of our proprietary information may have a material
      adverse impact on our business operations.





*Government
      regulation may hinder our ability to function efficiently* .




The
      national, provincial and local governments in the People’s Republic of China are
      highly bureaucratized. The day-to-day operations of our business require
      frequent interaction with representatives of the Chinese government institutions
      in order to obtain and maintain the licenses needed to market hybrid seeds
      in
      China. The effort to obtain the registrations, licenses and permits necessary
      to
      carry out our business activities can be daunting. Significant delays can result
      from the need to obtain governmental approval of our activities. These delays
      can have an adverse effect on the profitability of our operations. In addition,
      compliance with regulatory requirements applicable to manufacturing operations
      and production may increase the cost of our operations, which would adversely
      affect our profitability.





*We
      are subject to the risk of natural disasters* .





Our
      revenue stream depends on our ability to deliver seeds at the beginning of
      their
      growing season. Our supply of seeds and their timely availability can be negated
      by drought, flood, storm, blight, or the other woes of farming. Any such event
      or a combination thereof could render us unable to meet the demands of our
      distribution network. This could have a long-term negative effect on our ability
      to grow our business, in addition to the near-term loss of income.





*Capital
      outflow policies in China may hamper our ability to pay dividends to
      shareholders in the United States.*




The
      People’s Republic of China has adopted currency and capital transfer
      regulations. These regulations require that we comply with complex regulations
      for the movement of capital. Although Chinese governmental policies were
      introduced in 1996 to allow the convertibility of RMB into foreign currency
      for
      current account items, conversion of RMB into foreign exchange for capital
      items, such as foreign direct investment, loans or securities, requires the
      approval of the State Administration of Foreign Exchange. We may be unable
      to
      obtain all of the required conversion approvals for our operations, and Chinese
      regulatory authorities may impose greater restrictions on the convertibility
      of
      the RMB in the future. Because most of our future revenues will be in RMB,
      any
      inability to obtain the requisite approvals or any future restrictions on
      currency exchanges will limit our ability to pay dividends to our shareholders.








9





*Currency
      fluctuations may adversely affect our operating results.*




Zhouyuan
      generates revenues and incurs expenses and liabilities in Renminbi, the currency
      of the People’s Republic of China. However, as a subsidiary of the Parent
      Corporation, it will report its financial results in the United States in U.S.
      Dollars. As a result, our financial results will be subject to the effects
      of
      exchange rate fluctuations between these currencies. From time to time, the
      government of China may take action to stimulate the Chinese economy that will
      have the effect of reducing the value of Renminbi. In addition, international
      currency markets may cause significant adjustments to occur in the value of
      the
      Renminbi. Any such events that result in a devaluation of the Renminbi versus
      the U.S. Dollar will have an adverse effect on our reported results. We have
      not
      entered into agreements or purchased instruments to hedge our exchange rate
      risks.





*We
      have limited business insurance coverage.*




The
      insurance industry in China is still at an early stage of development. Insurance
      companies in China offer limited business insurance products, and do not, to
      our
      knowledge, offer business liability insurance. As a result, we do not have
      any
      business liability insurance coverage for our operations. Moreover, while
      business disruption insurance is available, we have determined that the risks
      of
      disruption and cost of the insurance are such that we do not require it at
      this
      time. Any business disruption, litigation or natural disaster might result
      in
      substantial costs and diversion of resources.





*The
      Parent Corporation is not likely to hold annual shareholder meetings in the
      next
      few years.*





Management
      does not expect to hold annual meetings of shareholders in the next few years,
      due to the expense involved. The current members of the Board of Directors
      were
      appointed to that position by the previous directors. If other directors are
      added to the Board in the future, it is likely that the current directors will
      appoint them. As a result, the shareholders of the Parent Corporation will
      have
      no effective means of exercising control over the operations of the Parent
      Corporation or Zhouyuan.





**Item
                7.**
            **Financial
                Statements**





The
      Company’s financial statements, together with notes and the Independent
      Auditors’ Report, are set forth immediately following Item 14 of this Form
      10-KSB .











10





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





Not
      Applicable





**Item
                8A.**
            **Controls
                and Procedures**





(a) **Evaluation
      of disclosure controls and procedures.**





The
      term
“disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to
      the controls and other procedures of a company that are designed to ensure
      that
      information required to be disclosed by a company in the reports that it files
      under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded,
      processed, summarized and reported within required time periods. The Company’s
      management, with the participation of the Chief Executive Officer and the Chief
      Financial Officer, has evaluated the effectiveness of the Company’s disclosure
      controls and procedures as of the end of the period covered by this annual
      report (the “Evaluation Date”). Based on that evaluation, the Company’s Chief
      Executive Officer and the Chief Financial Officer have concluded that, as of
      the
      Evaluation Date, such controls and procedures were effective.





(b) **Changes
      in internal controls.**





The
      term
“internal control over financial reporting” (defined in SEC Rule 13a-15(f))
      refers to the process of a company that is designed to provide reasonable
      assurance regarding the reliability of financial reporting and the preparation
      of financial statements for external purposes in accordance with generally
      accepted accounting principles. The Company’s management, with the participation
      of the Chief Executive Officer and the Chief Financial Officer, has evaluated
      any changes in the Company’s internal control over financial reporting that
      occurred during the fourth quarter of the year covered by this annual report,
      and they have concluded that there was no change to the Company’s internal
      control over financial reporting that has materially affected, or is reasonably
      likely to materially affect, the Company’s internal control over financial
      reporting.





**Item
                8B.**
            **Other
                Information**




None.





**PART
      III**





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





The
      officers and directors of the Company are:





11





*Name*
            
            *Age*
            
            *Position
                with the Company*
            
            *Director*
              S*ince*Wang
                Zhigang
            
            44
            
            Chief
                Executive Officer, Director
            
            2007Sanncy
                Zeng
            
            37
            
            Chief
                Financial Officer, Director
            
            2007Wang
                Zhicheng
            
            40
            
            Director
            
            2007Daoqi
                Jiang
            
            64
            
            Director
            
            2007Chi
                Ming Chan
            
            45
            
            Director
            
            2007





Directors
      hold office until the annual meeting of the Company’s stockholders and the
      election and qualification of their successors. Officers hold office, subject
      to
      removal at any time by the Board, until the meeting of directors immediately
      following the annual meeting of stockholders and until their successors are
      appointed and qualified.





**Wang
      Zhigang** .
      Mr.
      Wang founded Zhouyuan in 2001 and has been employed as its Chairman and General
      Manager since then. Mr. Wang was awarded a degree in Agriculture by The Shandong
      Agriculture University in 1997. In 1992 he was awarded a degree in Vegetable
      Protection by The Nanjing Agriculture University.





**Sanncy
      Zeng** .
      From
      2004 to 2007 Mr. Zeng has been employed as Financial Controller by the General
      Business Network (Guangzhou) Ltd., which markets value-added telecommunications
      services. From 2001 to 2004 Mr. Zeng was employed as Financial Controller by
      Fenet Roystone Software Co., Ltd. which was involved in information technology
      and software development. In 1993 Mr. Zeng was awarded a Bachelors Degree in
      Economics





**Wang
      Zhicheng** .
      Mr.
      Wang has been employed by Zhouyuan since 2002, initially as Manager and then
      as
      General Manager. In 1986 Mr. Wang was awarded a degree in Civil Engineering
      by
      The Shandong Agriculture Project College.





**Daoqi
      Jiang.** Since
      1990 Mr. Daoqi has been the Director of the Information Centre of the
      Legislative Affairs Office of the State Council for the People’s Republic of
      China. From 1978 to 1990 Mr. Daoqi was employed as Senior Engineer and Project
      Director with responsibility for economic forecasting and District programming
      for the National Development and Reform Commission. In 1964 Mr. Daoqi was
      awarded a B.A. in Mathematics by the Anhui Normal University.





**Chi
      Ming Chan** .
      Since
      2003 Mr. Chan has been employed by China World Trade Corporation (OTC Bulletin
      Board: CWTD), initially as General Manager and now as Chief Executive Officer.
      China World Trade Corporation is engaged in trade agency and investment
      consulting for Chinese businesses. From 2000 to 2001 Mr. Chan was employed
      as
      Chief Executive Officer of Asia Information Source Holding Company, which
      provided online business information. In 1991 Mr. Chan was awarded a Masters
      Degree in Law by the University of Lancaster. In 1987 he was awarded a Masters
      Degree in Physics by the Chinese University of Hong Kong.








12





*Audit
      Committee; Compensation Committee*




The
      Board
      of Directors has not yet appointed an Audit Committee or a Compensation
      Committee, due to the relatively small size of the Board. The Board does not
      have any member who qualifies as an audit committee financial expert,
      due to the fact that the current management only took control of this U.S.
      public company in January 2007.




*Code
      of Ethics*




The
      Company does not have a code of ethics that governs the conduct of its executive
      officers. The Board believes that the size of management remains sufficiently
      small that a code of ethics is not needed.




*Section
      16(a) Beneficial Ownership Reporting Compliance*




None
      of
      the officers, directors or beneficial owners of more than 10% of the Company’s
      common stock failed to file on a timely basis the reports required by Section
      16(a) of the Exchange Act during the year ended December 31, 2006.





**Item
                10.**
            **Executive
                Compensation**





The
      following table sets forth all compensation awarded to, earned by, or paid
      by
      Zhouyuan to Wang Zhigang, its Chief Executive Officer, for services rendered
      in
      all capacities to the Company during the years ended December 31, 2006, 2005
      and
      2004. There were no executive officers whose total salary and bonus for the
      fiscal year ended December 31, 2006 exceeded $100,000.





*Year*
            *Salary*
            *Bonus*
            *Stock*
              *Awards*
            *Option*
              *Awards*
            *Other*
              *Compensation*Wang
                Zhigang
            2006
            $1,667
            -
            -
            -
            -2005
            $1,667
            -
            -
            -
            -2004
            $1,667
            -
            -
            -
            -





*Employment
      Agreements*





All
      of
      our executive officers serve on an at-will basis.





13





*Equity
      Grants*





The
      following tables set forth certain information regarding the stock options
      acquired by the Company’s Chief Executive Officer during the year ended December
      31, 2006 and those options held by him on December 31, 2006.




*Option
      Grants in the Last Fiscal Year*




Number
                of securities
              underlying
                option
            Percent
                of total
              options
                granted to
              employees
                in fiscal
            Exercise
                Price
            Expiration
            Potential
                realizable value at assumed annual rates of appreciation for option
                termgranted
            year
            ($/share)
            Date
            5%
            10%Wang
                Zhigang
            --
            --
            --
            --
            --
            --





The
      following tables set forth certain information regarding the stock grants
      received by the executive officers named in the table above during the year
      ended December 31, 2006 and held by them unvested at December 31,
      2006.





*Unvested
      Stock Awards in the Last Fiscal Year*




Number
                of Shares That
              Have
                NotVested
            Market
                Value of Shares That
              Have
                Not VestedWang
                Zhigang
            0
            --





*Remuneration
      of Directors*





None
      of
      the members of the Board of Directors received remuneration for service on
      the
      Board during 2006.





**Item
              11.**
            **Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters**





There
      are
      66,999,401 shares of the Parent Corporation’s common stock issued and
      outstanding. The following table sets forth information known to us with respect
      to the beneficial ownership of our common stock as of the date of this Report
      by
      the following:





·
            each
                shareholder known by us to own beneficially more than 5% of our common
                stock (on a fully-diluted basis);




·
            Wang
                Zhigang, our Chief Executive
                Officer




·
            each
                of the members of our Board of Directors;
                and







14





·
            all
                of the new directors and executive officers as a
                group.





Except
      as
      otherwise indicated, we believe that the beneficial owners of the common stock
      listed below have sole voting power and investment power with respect to their
      shares, subject to community property laws where applicable. Beneficial
      ownership is determined in accordance with the rules of the Securities and
      Exchange Commission.





*Name
                and Address of*
              *Beneficial
                Owner**(1)*
            *Amount
                and Nature*
              *of
                Beneficial*
              *Ownership**(2)*
            *Percentage*
              *of
                Class*Wang
                Zhigang
            3,050,300
            4.6%Sanncy
                Zeng
            --
            --Wang
                Zhicheng
            128,000
            0.2%Daoqi
                Jiang
            --
            --Chi
                Ming Chan
            --
            --All
                directors and officersas
                a group (5 persons)
            3,178,300
            4.7%Hu
                Zhanwu
              131
                Shizi Street
              Nangang
                District
              Harbin,
                P.R. China
            6,092,950
            9.1%


________________________________


(1)
            Except
                as otherwise noted, the address of each shareholder is c/o Shandong
                Zhouyuan Seed and Nursery Co., Ltd., 238 Jianxindong Street, LaiZhou
                City,
                Shandong Province, P.R. China.


(2)
            Except
                as otherwise noted, all shares are owned of record and
                beneficially.




*Equity
      Compensation Plan Information*





The
      information set forth in the table below regarding equity compensation plans
      (which include individual compensation arrangements) was determined as of
      December 31, 2006.





Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights
            Weighted
                average
              exercise
                price of
              outstanding
                options,
              warrants
                and rights
            Number
                of securities remaining available for future issuance under equity
                compensation plansEquity
                compensation plans approved by security holders
            0
            
            0Equity
                compensation plans not approved by security holders
            0
            
            0Total
            0
            
            0


15




**Item
                12.**
            **Certain
                Relationships and Related Transactions and Director
                Independence**





*Related
      Party Transactions*





None
      of
      the five individuals who serve as directors or officers of the Parent
      Corporation has engaged in any transaction with the Parent Corporation, Infolink
      Pacific Limited or Zhouyuan during the past fiscal year that had a transaction
      value in excess of $60,000, except as follows:





Chi
      Ming
      Chan, a member of the Board of Directors of the Parent Corporation, is Chief
      Executive Officer of China World Trade Corporation. A subsidiary of China World
      Trade Corporation known as World Trade Full Capital (Beijing) Investment
      Consultancy Limited acted as an advisor to Zhouyuan in connection with its
      recent acquisition by Infolink Pacific Limited and in connection with the
      reverse merger of Infolink Pacific Limited into the Parent Corporation. The
      services were performed pursuant to a contract that provides that if World
      Trade
      Full Capital assists Zhouyuan in obtaining capital in the United States, then
      Zhouyuan will pay a service fee to World Trade Full Capital, consisting of
      $80,000 plus 500,000 shares of the Parent Corporation’s common stock.





*Director
      Independence*





Daoqi
      Jiang is the only member of the Parent Corporation’s Board of Directors who is
      independent, as “independent” is defined in the rules of the NASDAQ National
      Market System.





**Item
                13.**
            **Exhibit
                List**





*(a)
      Financial Statements*




Report
      of
      Independent Registered Public Accounting Firm.




Consolidated
      Balance Sheets - December 31, 2006.




Consolidated
      Statements of Operations and Other Comprehensive Income (Loss) - Years ended
      December 31, 2006 and 2005.




Consolidated
      Statements of Shareholders’ Equity (Deficit) - Years ended December 31, 2006 and
      2005.




Consolidated
      Statements of Cash Flows - Years ended December 31, 2006 and 2005.




Notes
      to
      Consolidated Financial Statements





*(b)
      Exhibit List*





16





3-a
            Articles
                of Incorporation, as amended - filed as an exhibit to the Registration
                Statement on Form SB-2 (333-52472) filed on December 21, 2000 and
                incorporated herein by reference.





3-a(1)
            Articles
                of Amendment to Articles of Incorporation filed as of January 2,
                2007 -
                filed as an exhibit to the Company’s Current Report on Form 8-K filed on
                January 5, 2007 and incorporated herein by
                reference.





3-b
            By-laws
                - filed as an exhibit to the Registration Statement on Form SB-2
                (333-52472) filed on December 21, 2000 and incorporated herein by
                reference.





21
            Subsidiaries
                -
            Infolink
                Pacific Limited


Shandong
      Zhouyuan Seed and Nursery Co., Ltd.


Heilongjiang
      Pingchuan Yi Liao Qi Xie You Xian Gong Si.





31
            Rule
                13a-14(a) Certifications





32
            Rule
                13a-14(b) Certifications





**Item
                14.**
            **Principal
                Accountant Fees and
                Services**




The
      Parent Corporation retained Kempisty & Company, Certified Public Accountants
      P.C. as it principal accountant on January 23, 2006. Prior to that date,
      Kempisty & Company had not performed any services for Pingchuan
      Pharmaceutical or its subsidiary.





*Audit
      Fees*





Kempisty
      & Company billed $37,000 in connection with the audit of the Company’s
      financial statements for the year ended December 31, 2006. Kempisty &
Company billed $37,000 in connection with the audit of the Company’s financial
      statements for the year ended December 31, 2005.





*Audit-Related
      Fees*





Kempisty
      & Company billed the Company $0 for any Audit-Related fee in 2006.


Kempisty
      & Company billed the Company $0 for any Audit-Related fee in 2005.







17





*Tax
      Fees*





Kempisty
      & Company billed $0 to the Company in 2005 for professional services
      rendered for tax compliance, tax advice and tax planning. Kempisty & Company
      billed $0 to the Company in 2005 for professional services rendered for tax
      compliance, tax advice and tax planning.





*All
      Other Fees*





Kempisty
      & Company billed the Company $0 for other services in 2006.


Kempisty
      & Company billed the Company $0 for other services in 2005.





It
      is the
      policy of the Company that all services other than audit, review or attest
      services must be pre-approved by the Board of Directors. All of the services
      described above were approved by the Board of Directors.




























18





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**











**INDEX**











**PAGE****INDEPENDENT
                AUDITOR'S REPORT**
            **F-2****CONSOLIDATED
                BALANCE SHEETS**
            **F-3****CONSOLIDATED
                STATEMENTS OF OPERATIONS**
            **F-4****CONSOLIDATED
                STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                (DEFICIT)**
            **F-5****CONSOLIDATED
                STATEMENTS OF CASH FLOWS**
            **F-6****NOTES
                TO FINANCIAL STATEMENTS**
            **F-7-F-21**






































F-1








*KEMPISTY
      & COMPANY*


*CERTIFIED
      PUBLIC ACCOUNTANTS, P.C.*


*15
      MAIDEN LANE - SUITE 1003 - NEW YORK, NY 10038 - TEL (212) 406-7272 - FAX (212)
      513-1930*






REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board
      of
      Directors


Shangdong
      Zhouyuan Seed and Nursery Co., Ltd.


F/K/A
      Pingchuan Pharmaceuticals, Inc.





We
      have
      audited the accompanying consolidated balance sheet of Shangdong Zhouyuan Seed
      and Nursery Co., Ltd. F/K/A Pingchuan Pharmaceuticals, Inc. and subsidiaries
      as
      of December 31, 2006 and the related consolidated statements of operations
      and
      other comprehensive income (loss), shareholders' equity (deficit), and cash
      flows for each of the years in the two-year period then ended. These financial
      statements are the responsibility of the Company's management. Our
      responsibility is to express an opinion on these 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 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 financial statements, assessing the accounting principles used and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Shangdong Zhouyuan Seed and Nursery
      Co., Ltd. F/K/A Pingchuan Pharmaceuticals, Inc. as of December 31, 2006 and
      the
      results of its operations and its cash flows for each of the years in the
      two-year period then ended in conformity with accounting principles generally
      accepted in the United States of America.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 1 to the
      consolidated financial statements, the Company had net losses of $322,586 and
      $228,848 for the years ended December 31, 2006 and 2005, respectively; and
      an
      accumulated deficit of $1,792,706 at December 31, 2006. Additionally, the
      Company defaulted on bank loans and interest payments, totaling $1,501,979,
      as
      of December 31, 2006. These factors raise substantial doubt about its ability
      to
      continue as a going concern. Management’s plans concerning these matters are
      also described in Note 1. The accompanying consolidated financial statements
      do
      not include any adjustments that might result from the outcome of this
      uncertainty.











Kempisty
      & Company


Certified
      Public Accountants PC


New
      York,
      New York


March
      26,
      2007








F-2





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**


**CONSOLIDATED
      BALANCE SHEET**





**December
                31,**
            ********
            ****
            **2006****ASSETS**Current
                Assets:Cash
                and cash equivalents
            
            $
            2,600Accounts
                receivable, net (Note 3)
            
            
            41,204Inventory
                (Note 4)
            
            
            292,712Other
                receivable
            
            
            29,122Advance
                to suppliers
            
            
            107,811Total
                current assets
            
            
            473,449Property,
                Plant, and Equipment, net (Note 5)
            
            
            1,777,634Land
                use right, net (Note 6)
            
            
            433,822Acquired
                seed patents, net (Note 7)
            
            
            644,833Receivable
                from sale of land use right
            
            
            306,1161,384,771Total
                Assets
            
            $
            3,635,854**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Current
                Liabilities:Bank
                loans (Note 8)
            
            $
            1,358,920Short-term
                loans
            
            
            133,106Accounts
                payable and accrued expenses
            
            
            446,625Pension
                and employee benefit payable
            
            
            220,494Taxes
                payable
            
            
            116,971Interest
                payable
            
            
            143,059Deferred
                revenue
            
            
            28,946Due
                to employees
            
            
            36,563Customer
                security deposit
            
            
            86,998Total
                Current Liabilities
            
            
            2,571,682Minority
                interest
            
            
            430,013Stockholders'
                Equity:Preferred
                stock, $0.001 par value, 5,000,000 shares authorized; none issued
                and
                outstanding as of December 31, 2006
            
            
            -Common
                stock, $0.001 par value, 150,000,000 shares authorized;11,999,401
                (71,996,406 pre-split) shares issued and outstanding as of December
                31,
                2006
            
            
            11,999Additional
                Paid-in capital
            
            
            2,362,240Accumulated
                deficiency
            
            
            (1,792,706
            )Accumulated
                other comprehensive income
            
            
            52,626Stockholders'
                Equity
            
            
            634,159Total
                Liabilities and Stockholders' Equity
            
            $
            3,635,854





See
      Notes
      to Financial Statements








F-3





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
      (LOSS)**





**For
                the Year Ended**
              **December
                31,**
            ********
            ****
            **2006**
            ****
            **2005**RevenuesSale
                of seeds
            
            $
            424,709
            
            $
            644,145Total
                revenue
            
            
            424,709
            
            
            644,145Cost
                of good soldCost
                of seeds sold
            
            
            381,086
            
            
            559,095Amortization
                of seed patents
            
            
            130,677
            
            
            127,191Total
                cost of sales
            
            
            511,763
            
            
            686,286Gross
                Profit
            
            
            (87,054
            )
            
            (42,141
            )Operating
                ExpensesSelling
                expenses
            
            
            54,384
            
            
            90,891Payroll
            
            
            48,204
            
            
            47,463Pension
                and employee benefit
            
            
            56,386
            
            
            54,116Depreciation
                expenses
            
            
            103,748
            
            
            63,150Amortization
                expenses
            
            
            9,730
            
            
            9,470Bad
                debt expenses
            
            
            19,508
            
            
            10,686Travel
                and entertainment
            
            
            21,075
            
            
            9,502Other
                general and administrative
            
            
            62,386
            
            
            42,654Total
                Operating Expenses
            
            
            375,421
            
            
            327,932Income
                (Loss) from Operation
            
            
            (462,475
            )
            
            (370,073
            )Other
                Income (Expenses)Interest
                income
            
            
            11,240
            
            
            9,808Interest
                expenses
            
            
            (156,500
            )
            
            (99,118
            )Other
                income (expenses)
            
            
            16,867
            
            
            25,627Total
                other income (expenses)
            
            
            (128,393
            )
            
            (63,683
            )Income
                (Loss) before provision for income tax
            
            
            (590,868
            )
            
            (433,756
            )Provision
                for Income Tax
            
            
            -
            
            
            -Income
                before Minority Interest
            
            
            (590,868
            )
            
            (433,756
            )Minority
                Interest
            
            
            243,162
            
            
            177,402Net
                Income
            
            
            (347,706
            )
            
            (256,354
            )Other
                Comprehensive Income (Loss)Effects
                of Foreign Currency Conversion
            
            
            25,120
            
            
            27,506Comprehensive
                Income (Loss)
            
            $
            (322,586
            )
            $
            (228,848
            )Basic
                and fully diluted earnings (loss) per share
            
            $
            (0.03
            )
            $
            (0.02
            )Weighted
                average shares outstanding
            
            
            11,999,401
            
            
            11,999,401





See
      Notes
      to Financial Statements





F-4





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**


**CONSOLIDATED
      STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)**





**FOR
      THE YEARS ENDED DECEMBER 31, 2006 AND 2005**





**Accumulated****Common
                Stock**
            ****
            **Additional**
            ****
            **Retained**
            ****
            **Other**
            ****
            ****
            ********
            ****
            **$0.001
                Par Value**
            ****
            **Paid-in**
            ****
            **Earnings**
            ****
            **Comprehensive**
            ****
            ****
            ********
            ****
            **Shares**
            ****
            **Amount**
            ****
            **Capital**
            ****
            **(Deficit)**
            ****
            **Income**
            ****
            **Totals**Balances
                  atJanuary 1, 2005
            
            
            11,999,401
            
            $
            11,999
            
            $
            2,362,240
            
            $
            (1,188,646
            )
            $
            -
            
            $
            1,185,593Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            (256,354
            )
            
            -
            
            
            (256,354
            )Other
                comprehensive income
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            27,506
            
            
            27,506Balances
                  atDecember 31, 2005
            
            
            11,999,401
            
            
            11,999
            
            
            2,362,240
            
            
            (1,445,000
            )
            
            27,506
            
            
            956,745Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            (347,706
            )
            
            -
            
            
            (347,706
            )Other
                comprehensive income
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            25,120
            
            
            25,120Balances
                  atDecember 31, 2006
            
            
            11,999,401
            
            $
            11,999
            
            $
            2,362,240
            
            $
            (1,792,706
            )
            $
            52,626
            
            $
            634,159


















See
      Notes
      to Financial Statements








F-5





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**





**For
                the Year Ended**
              **December
                31,**
            ********
            ****
            **2006**
            ****
            **2005**Operating
                ActivitiesNet
                (loss)
            
            $
            (347,706
            )
            $
            (256,354
            )Adjustments
                to reconcile net (loss) to net cash provided by operating
                activities:Minority
                interest
            
            
            (243,162
            )
            
            (177,402
            )Depreciation
            
            
            103,748
            
            
            63,150Amortization
            
            
            140,407
            
            
            136,661Changes
                in operating assets and liabilities:(Increase)/Decrease
                in accounts receivable
            
            
            25,804
            
            
            132,859(Increase)/Decrease
                in inventory
            
            
            32,659
            
            
            (6,912
            )(Increase)/Decrease
                in other receivable
            
            
            166,590
            
            
            138,458(Increase)/Decrease
                in advance to suppliers
            
            
            (71,733
            )
            
            (34,991
            )(Increase)/Decrease
                in receivable from sale of land use right
            
            
            -
            
            
            16,121Increase/(Decrease)
                in accounts payable and accrued expenses
            
            
            (100,718
            )
            
            43,358Increase/(Decrease)
                in pension and employee benefit payable
            
            
            75,816
            
            
            20,660Increase/(Decrease)
                in taxes payable
            
            
            (20,569
            )
            
            7,046Increase/(Decrease)
                in interest payable
            
            
            136,365
            
            
            6,694Increase/(Decrease)
                in deferred revenue
            
            
            21,275
            
            
            (6,391
            )Increase/(Decrease)
                in customer security deposit
            
            
            86,998
            
            
            -Net
                cash provided by operating activities
            
            
            5,774
            
            
            82,957Investing
                ActivitiesPurchase
                of fixed assets
            
            
            (41,472
            )
            
            (220,343
            )Net
                cash (used) by investing activities
            
            
            (41,472
            )
            
            (220,343
            )Financing
                ActivitiesBank
                loans
            
            
            -
            
            
            33,743Short-term
                loans
            
            
            -
            
            
            80,579Payback
                of short-term loans
            
            
            (12,829
            )
            
            -Payback
                of loans from employees
            
            
            (4,981
            )
            
            (20,100
            )Net
                cash provided (used) by financing activities
            
            
            (17,810
            )
            
            94,222Increase
                (decrease) in cash
            
            
            (53,508
            )
            
            (43,164
            )Effects
                of exchange rates on cash
            
            
            44,260
            
            
            13,742Cash
                at beginning of period
            
            
            11,848
            
            
            41,270Cash
                at end of period
            
            $
            2,600
            
            $
            11,848Supplemental
                Disclosures of Cash Flow Information:Cash
                paid (received) during year for:Interest
            
            $
            (23,155
            )
            $
            (69,462
            )Income
                taxes
            
            $
            -
            
            $
            -





See
      Notes
      to Financial Statements





F-6





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**





**Note
                1-**
            **ORGANIZATION
                AND OPERATIONS**





Shandong
      Zhouyuan Seed and Nursery Co.,Ltd. F/K/A Pingchuan Pharmaceuticals, Inc.
      (“Pingchuan” or the Company) was organized under the laws of the State of North
      Carolina on July 20, 1996 under the name of Xenicent, Inc ("Xenicent"). The
      Company currently engages in the business of development, production and
      distribution of hybrid crop seeds in the People's Republic of China ("PRC'),
      through its whole owned subsidiary, Infolink Pacific Limited
      ("Infolink").





On
      June
      22, 2004, Xenicent executed a Plan of Exchange (“the Agreement") with all the
      shareholders of Heilongjiang Pingchuan Yi Liao Qi Xie You Xian Gong Si
      ("Heilongjiang Pingchuan") to exchange 11,666,667(70,000,000 pre-split)
      shares of common stock of the Xenicent for 100% of the registered capital of
      Heilongjiang Pingchuan. On July 28, 2004, Xenicent changed its name to Pingchuan
      Pharmaceutical, Inc.





On
      January 18, 2007, Pingchuan entered into a Share Exchange Agreement with Mr.
      Wang, Zhigang and Ms. You, Li, who are the shareholders of Infolink, pursuant
      which Pingchuan will issue to Messrs. Wang and You 55,000,000 (330,000,000
      pre-split) shares of its capital stock in exchange for all of the capital stock
      of Infolink.




Infolink
      was incorporated on September 28, 2006 in British Virgin Islands (“BVI”) under
      the BVI Business Companies Act, 2004, for the purpose of seeking and
      consummating a merger or acquisition with a business entity organized as a
      private corporation, partnership, or sole proprietorship as defined by Statement
      of Financial Accounting Standards (SFAS) No. 7.




On
      October 18, 2006, Mr. Li Han Xun and Ms. You Li (collectively the "Trustees"),
      both of whom are citizens PRC and totally own a 60% equity ownership interest
      in
      Shandong Zhouyuan Seed and Nursery Co., Ltd. ( "Zhouyuan" ), executed Trust
      and
      Indemnity Agreements with Infolink, pursuant which the Trustees assigned to
      Infolink all of the beneficial interest in the Trustee's equity ownership
      interest in Zhouyuan. These arrangements have been undertaken solely to satisfy
      PRC regulations, which prohibits foreign companies from owning or operating
      the
      business of sale and development of crop seeds in PRC.











F-7





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**





**Note
              1-**
            **ORGANIZATION
                AND OPERATIONS (continued)**





Through
      the agreements described in the preceeding paragraphy Infolink is deemed a
      60%
      beneficiary of Zhouyuan resulting in Zhouyuan being deemed a subsidiary of
      Infolink under the requirements of Financial Interpretation 46 (Revised)
      "Consolidation of Variable Interest Entities" issued by the Financial Accounting
      Standards Board ("FASB"). The Agreements provided for effective control of
      Zhouyuan to be transferred to Infolink at October 18, 2006. Infolink did not
      have any operating activity prior to entering into the Agreements. The majority
      shareholders of Infolink and Zhouyuan are substantially the same. These
      transactions have been accounted for on a basis similar to a reorganization
      between entities under common control. Accordingly, Infolink's consolidated
      financial statements are prepared by including the consolidated financial
      statements of Zhouyuan through October 18, 2006, and subsequently the Infolink's
      consolidated financial statements include the financial statements of
      Zhouyuan.





Zhouyuan
      was incorporated in Laizhou City, Shandong Province, PRC on October 26, 2001.
      Zhouyuan engages in the business of development, production and distribution
      of
      hybrid crop seeds in PRC.





Under
      the
      Company Law of PRC, two formerly state owned companies, Laizhou Yongzhou Seed
      Ltd and Laizhou Agriculture Science Research and Development Ltd., were reformed
      and merged into one company named Laizhou Huiyuan Seed Ltd ("Huiyuan") on
      October 26, 2001. On December 24, 2002, Huiyuan changed its name to Shandong
      Zhouyuan Seed and Nursery Co., Ltd.





Zhouyuan
      owns 80% of Laizhou Tianzhe Seed Research and Development Ltd. ("Tianzhe"),
      which was incorporated in Laozhou City, Shandong Province, PRC on October 24,
      2004 under the Company Law of PRC. Tianzhe engages in the research and
      development of crop seeds.





The
      merger of Pingchuan with Infolink results in a capital transaction accounted
      for
      as a reverse merger. The transaction was treated for accounting purposes as
      a
      recapitalization of the accounting acquirer (Infolink) and a reorganization
      of
      the accounting acquiree (Pingchuan). Accordingly, the historical financial
      statements presented prior to the merger are the historical financial statements
      of Infolink, which includes Infolink's wholly-owned subsidiary,
      Zhouyuan.





Pingchuan,
      Infolink, Zhouyuan, and Tianzhe are hereafter referred to as the
      Company.








F-8





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**Note
                1-**
              **ORGANIZATION
                  AND OPERATIONS (continued)**
  **Going
        Concern**





As
      reflected in the accompanying consolidated financial statements, the Company
      has
      an accumulated deficit of $1,792,706 at December 31, 2006 that includes
      operating losses of $322,586 and $228,848 for the years ended December 31,
      2006
      and 2005, respectively. Additionally, the Company defaulted on bank loans and
      interest payments, totaling $1,501,979, as of December 31, 2006. These factors
      raise substantial doubt about its ability to continue as a going concern. In
      view of the matters described above, recoverability of a major portion of the
      recorded asset amounts shown in the accompanying consolidated balance sheet
      is
      dependent upon continued operations of the Company, which in turn is dependent
      upon the Company's ability to raise additional capital, obtain financing and
      succeed in its future operations. The financial statements do not include any
      adjustments relating to the recoverability and classification of recorded asset
      amounts or amounts and classification of liabilities that might be necessary
      should the Company be unable to continue as a going concern.





Management
      has taken the following steps to revise its operating and financial
      requirements, which it believes are sufficient to provide the Company with
      the
      ability to continue as a going concern. The Company is actively pursuing
      additional funding and a potential merger or acquisition candidate and strategic
      partners, which would enhance stockholders' investment. Management believes
      that
      the above actions will allow the Company to continue operations through the
      next
      fiscal year.





**Note
              2-**
            **SIGNIFICANT
                ACCOUNTING POLICIES**





**Basis
      of Presentation**





The
      accompanying consolidated financial statements are prepared in accordance with
      generally accepted accounting principles in the United States of America ("US
      GAAP"). This basis of accounting differs from that used in the statutory
      accounts of the Company, which are prepared in accordance with the "Accounting
      Principles of China " ("PRC GAAP"). Certain accounting principles, which are
      stipulated by US GAAP, are not applicable in the PRC GAAP. The difference
      between PRC GAAP accounts of the Company and its US GAAP financial statements
      is
      immaterial.





The
      Company maintains its books and accounting records in PRC currency "Renminbi"
      ("RMB"), which is determined as the functional currency.  Assets and
      liabilities of the Company are translated at the prevailing exchange rate at
      each year end. Contributed capital accounts are translated using the historical
      rate of exchange when capital is injected. Income statement accounts are
      translated at the average rate of exchange during the year. Translation
      adjustments arising from the use of different exchange rates from period to
      period are include in the cumulative translation adjustment account in
      shareholders' equity. Gain and losses resulting from foreign currency
      transactions are included in operations.











F-9





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**





**Note
              2-**
            **SIGNIFICANT
                ACCOUNTING POLICIES
                (continued)**





**Basis
      of Presentation (continued)**





Translation
      adjustments resulting from this process are included in accumulated other
      comprehensive income (loss) in the consolidated statement of shareholders’
equity and amounted to $52,626 and $27,506 as of September 30, 2006 and December
      31, 2005, respectively. The balance sheet amounts with the exception of equity
      at December 31, 2006 were translated at 7.80 RMB to $1.00 USD as compared to
      8.06 RMB at December 31, 2005. The equity accounts were stated at their
      historical rate. The average translation rates applied to income statement
      accounts for the years ended December 31, 2006 and 2005 were 7.96 RMB and 8.11
      RMB, respectively.





**Use
      of Estimates**





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





**Cash
      and Cash Equivalents**





Cash
      and
      cash equivalents include cash on hand, deposits in banks with maturities of
      three months or less, and all highly liquid investments which are unrestricted
      as to withdrawal or use, and which have original maturities of three months
      or
      less.





**Accounts
      Receivable**





Accounts
      receivable are recorded at the invoiced amount and do not bear interest. The
      Company extends unsecured credit to its customers in the ordinary course of
      business but mitigates the associated risks by performing credit checks and
      actively pursuing past due accounts. An allowance for doubtful accounts is
      established and determined based on managements' assessment of known
      requirements, aging of receivables, payment history, the customer's current
      credit worthiness, and the economic environment.





**Concentrations
      of Credit Risk**





Financial
      instruments that subject the Company to concentrations of credit risk consist
      primarily of cash and cash equivalents. The Company maintains its cash and
      cash
      equivalents with high-quality institutions. Deposits held with banks may exceed
      the amount of insurance provided on such deposits. Generally these deposits
      may
      be redeemed upon demand and therefore bear minimal risk.








F-10





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**





**Note
              2-**
            **SIGNIFICANT
                ACCOUNTING POLICIES
                (continued)**





**Fair
      Value of Financial Instruments**





The
      carrying value of financial instruments including cash and cash equivalents,
      receivables, accounts payable and accrued expenses, approximates their fair
      value at December 31, 2006 due to the relatively short-term nature of these
      instruments.





**Advance
      to Suppliers**





The
      Company purchases seeds from the suppliers throughout the operating cycle.
      The
      majority of the seeds is purchased from the growers from the end of November
      through the following February. Pursuant to some purchase contracts, the Company
      may advance certain amount of purchase price to growers.





**Inventories**





Inventories
      are stated at the lower of cost or market value. Actual cost is used to value
      raw materials and supplies. Finished goods and work in process are valued at
      First-In-First-Out (FIFO) method.





**Valuation
      of Long-Lived assets**





The
      Company periodically analyzes its long-lived assets for potential impairment,
      assessing the appropriateness of lives and recoverability of unamortized
      balances through measurement of undiscounted operating cash flows on a basis
      consistent with accounting principles generally accepted in the United States
      of
      America.





**Property,
      Plant and Equipment**





Property,
      plant and equipment are carried at cost. The cost of repairs and maintenance
      is
      expensed as incurred; major replacements and improvements are
      capitalized.





When
      assets are retired or disposed of, the cost and accumulated depreciation are
      removed from the accounts, and any resulting gains or losses are included in
      income in the year of disposition.





Depreciation
      is calculated on a straight-line basis over the estimated useful life of the
      assets. The percentages or depreciable life applied are:





Property
                and plant
            30
                yearsMachines
                and equipment
            7
                yearsOffice
                equipment
            5
                yearsMotor
                vehicles
            5
                years








F-11





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**Note
                2-**
              **SIGNIFICANT
                  ACCOUNTING POLICIES
                  (continued)**





**Land
      Use Right**





All
      land
      belongs to the State in PRC. Enterprises and individuals can pay the State
      a fee
      to obtain a right to use a piece of land for commercial purpose or residential
      purpose for a period of 50 years or 70 years, respectively. The right of land
      usage can be sold, purchased, and exchange in the market.





The
      Company obtained the right to use a piece of land at which its headquarter
      building is located for a period of 50 years, from December 30, 1998 to December
      30, 2045, and a piece of land at which its packing facilities and warehouse
      are
      located for a period of 50 years from September 10, 2003 to September 10, 2053.
      We amortize the cost of these and usage rights over a period of 50 years, using
      straight-line method with no residual value.





**Acquired
      Seed Patents, net**





Acquired
      intangible assets consist primarily of purchased technology rights and are
      stated at cost less accumulated amortization. Amortization is calculated on
      a
      straight-line basis over the estimated useful lives of these assets of an
      average of 10 years and recorded in cost of revenues.





**Short-term
      Loans**





Short-term
      loans are temporally loans from third parties to finance the Company’s operation
      due to lack of cash resources. These loans are unsecured, non-interest bearing
      and have no fixed terms of repayment, therefore, deemed payable on demand.
      Cash
      flows from these activities are classified as cash flows from financing
      activates. The total borrowing from third parties was $123,099 and $123,099
      in
      the years ended December 31, 2006 and 2005, respectively.





**Due
      to Employees**





Due
      to
      employees are temporally short-term loans from our employees to finance the
      Company’s operation due to lack of cash resources. These loans are unsecured,
      non-interest bearing and have no fixed terms of repayment, therefore, deemed
      payable on demand. Cash flows from these activities are classified as cash
      flows
      from financing activates. The total borrowing from employees was $0 and $0
      in
      the years ended December 31, 2006 and 2005, respectively.








F-12





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**Note
                2-**
              **SIGNIFICANT
                  ACCOUNTING POLICIES
                  (continued)**





**Revenue
      Recognition**





The
      Company derives its revenue primarily from the sale of various branded
      conventional seeds and branded seeds with biotechnology traits. Revenue is
      recognized when pervasive evidence of an arrangement exists, products have
      been
      delivered, the price is fixed or determinable, collectibility is reasonably
      assured and the right of return has expired. The estimated amounts of revenues
      billed in excess of revenues recognized are recorded as deferred
      revenues.





**Research
      and Development Costs**





Research
      and development costs relating to the development of new products and processes,
      including significant improvements and refinements to existing products, are
      expensed as incurred.





**Advertising
      Costs**





Advertising
      costs are expensed as incurred and included as part of selling and marketing
      expenses. Advertising expenses were $6,204 and $8,128 for the years ended
      December 31, 2006 and 2005, respectively.





**Pension
      and Employee Benefits**





Full
      time
      employees of the PRC entities participate in a government mandated
      multi-employer defined contribution plan pursuant to which certain pension
      benefits, medical care, unemployment insurance, employee housing fund and other
      welfare benefits are provided to employees. Chinese labor regulations require
      the Company to accrue for these benefits based on certain percentages of the
      employees' salaries. The total provisions for such employee benefits were
      $56,386 and $54,116 for the years ended December 31, 2005 and 2006,
      respectively.





**Reverse
      Stock Split**





Effective
      on January 2, 2007, the Company filed with the Secretary of State of the State
      of North Carolina Articles of Amendment to its Articles of Incorporation. The
      amendment effected a reverse stock split of the Company's common stock in the
      ratio of 1:6. All share and per share information included in these consolidated
      financial statements have been adjusted to reflect this reverse stock
      split.








F-13





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**Note
                2-**
              **SIGNIFICANT
                  ACCOUNTING POLICIES
                  (continued)**





**Statutory
      Reserves**





Pursuant
      to the laws applicable to the PRC, PRC entities are required to make
      appropriations to three non-distributable reserve funds, the statutory surplus
      reserve, statutory public welfare fund, and discretionary surplus reserve,
      based
      on after-tax net earnings as determined in accordance with the PRC GAAP.
      Appropriation to the statutory surplus reserve should be at least 10% of the
      after-tax net earnings until the reserve is equal to 50% of the Company's
      registered capital. Appropriation to the statutory public welfare fund is 10%
      of
      the after-tax net earnings. The statutory public welfare fund is established
      for
      the purpose of providing employee facilities and other collective benefits
      to
      the employees and is non-distributable other than in liquidation. No
      appropriations to the discretionary surplus reserve are made at the discretion
      of the Board of Directors. The statutory surplus reserve fund and statutory
      public welfare fund are included into retained earnings in the balance sheet
      presented. Since the Company has been accumulating deficiency, no such reserve
      funds have been made.





**Foreign
      Currency Translation**





The
      functional currency of the Company is the Chinese Renminbi (“RMB”). Transactions
      denominated in currencies other than RMB are translated into United States
      dollars using year end exchange rates as to assets and liabilities and average
      exchange rates as to revenues and expenses. Capital accounts are translated
      at
      their historical exchange rates when the capital transaction occurred. Net
      gains
      and losses resulting from foreign currency exchange translations are included
      in
      the statements of operations and stockholder’s equity as other comprehensive
      income (loss).





Prior
      to
      July 21, 2005, translation of amounts from RMB into United States dollars
      ("US$") has been made at the single rate of exchange of US$1.00:RMB8.277. 
No representation is made that RMB amounts could have been or could be,
      converted into US dollars at that rate.  On January 1, 1994, the PRC
      government introduced a single rate of exchange, quoted daily by the People's
      Bank of China (the "Unified Exchange Rate").  The quotation of the exchange
      rates does not imply free convertibility of RMB to other foreign
      currencies.  All foreign exchange transactions continue to take place
      either through the Bank of China or other banks authorized to buy and sell
      foreign currencies at the exchange rates quoted by the People's Bank of
      China.  Approval of foreign currency payments by the Bank of China or other
      institutions requires submission of a payment application form together with
      supplier's invoices, shipping documents and signed contracts.





On
      July
      21, 2005, the People's Bank of China, China's central bank, announced that,
      beginning on July 21, 2005, China will implement a regulated, managed floating
      exchange rate system based on market supply and demand and with reference to
      a
      package of currencies.  RMB will no longer be pegged to the US dollar and
      the RMB exchange rate structure will be subject to some
      fluctuation.








F-14





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**Note
                2-**
              **SIGNIFICANT
                  ACCOUNTING POLICIES
                  (continued)**





**Foreign
      Currency Translation (continued)**





The
      People's Bank of China will announce the closing price of a foreign currency,
      such as the US dollar against the RMB, in the inter-bank foreign exchange market
      after the closing of the market on each working day, and will make it the
      central parity for the trading against the RMB on the following working day.
      The
      exchange rate of the US dollar against the RMB was adjusted to 8.11 yuan per
      US
      dollar on July 21, 2005.





The
      daily
      trading price of the US dollar against the RMB in the inter-bank foreign
      exchange market will be allowed to float within a band of 0.3 percent around
      the
      central parity published by the People's Bank of China, while the trading prices
      of the non-US dollar currencies against the RMB will be allowed to move within
      a
      certain band announced by the People's Bank of China.





The
      People's Bank of China will make adjustment of the RMB exchange rate band when
      necessary, according to market developments as well as economic and financial
      situations. The People's Bank of China is responsible for stabilizing and
      adapting the RMB exchange rate.





**Income
      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 in the US and the
      PRC expected to apply to taxable income in the years in which those temporary
      differences are expected to be recovered or settled. The effect on deferred
      tax
      assets and liabilities of a change in tax rates is recognized in income in
      the
      period that includes the enactment date.





**Earnings
      (Loss) Per Share**





The
      Company reports earnings per share in accordance with the provisions of SFAS
      No.
      128, “Earnings Per Share.” SFAS No. 128 requires presentation of basic and
      diluted earnings per share in conjunction with the disclosure of the methodology
      used in computing such earnings per share. Basic earnings (loss) per share
      is
      computed by dividing income (loss) available to common shareholders by the
      weighted-average number of common shares outstanding during the period. Diluted
      earnings per share is computed similar to basic earnings per share except that
      the denominator is increased to include the number of additional common shares
      that would have been outstanding if the potential common shares had been issued
      and if the additional common shares were dilutive. There are no potentially
      dilutive securities for the years ended December 31, 2006 and 2005,
      respectively.








F-15





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**Note
                2-**
              **SIGNIFICANT
                  ACCOUNTING POLICIES
                  (continued)**





**Recent
      Accounting Pronouncements**





In
      February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
      Financial Instruments-an amendment of FASB Statements No. 133 and 140." SFAS
      No.
      155 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging
      Activities", to permit fair value remeasurement for any hybrid financial
      instrument with an embedded derivative that otherwise would require bifurcation,
      provided that the whole instrument is accounted for on a fair value basis.
      SFAS
      No. 155 amends SFAS No. 140, "Accounting for the Impairment or Disposal of
      Long-Lived Assets", to allow a qualifying special-purpose entity (SPE) to hold
      a
      derivative financial instrument that pertains to a beneficial interest other
      than another derivative financial instrument. SFAS No. 155 applies to all
      financial instruments acquired or issued after the beginning of an entity's
      first fiscal year that begins after September 15, 2006, with earlier application
      allowed. The Company does not expect the adoption of SFAS No. 155 to have a
      material impact on its consolidated results of operations and financial
      condition.





In
      May
      2005, the Financial Accounting Standards Board ("FASB") issued FASB Statement
      No. 154 "Accounting Changes and Error Corrections - a replacement of APB Opinion
      No. 20 and FASB Statement No. 3". This statement replaces APB Opinion No. 20
      "Accounting Changes" and FASB Statement No. 3 "Reporting Accounting Changes
      in
      Interim Financial Statements", and changes the requirements for the accounting
      for and reporting of a change in accounting principle. It applies to all
      voluntary changes in accounting principle and to changes required by an
      accounting pronouncement which does not include specific transition provisions.
      FASB No. 154 requires retrospective application to prior periods' financial
      statements of changes in accounting principle, unless it is impracticable to
      determine either the period-specific effects or the cumulative effect of the
      change.





When
      it
      is impracticable to determine the period-specific effects of an accounting
      change on one or more individual prior periods presented, this statements
      requires that the new accounting principle be applied to the balances of assets
      and liabilities as of the beginning of the earliest period for which
      retrospective application is practicable and that a corresponding adjustment
      be
      made to the opening balance of retained earnings for that period rather than
      being reported in an income statement. When it is impracticable to determine
      the
      cumulative effect of applying a change in accounting principle to all prior
      periods, this statement requires that the new accounting principle be applied
      as
      if it were adopted prospectively from the earliest date applicable. We adopted
      this Statement and retrospectively restate our results of operation, financial
      position, and statement of cash flows in 2004.











F-16





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**Note
                2-**
              **SIGNIFICANT
                  ACCOUNTING POLICIES
                  (continued)**





**Recent
      Accounting Pronouncements (continued)**





In
      December 2004, the FASB issued SFAS No. 123R "Share-Based Payment." This
      Standard addresses the accounting for transactions in which a company receives
      employee services in exchange for (a) equity instruments of the company or
      (b)
      liabilities that are based on the fair value of the company's equity instruments
      or that may be settled by the issuance of such equity instruments. This Standard
      eliminates the ability to account for share-based compensation transactions
      using Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
      to Employees," and requires that such transactions be accounted for using a
      fair-value-based method. The Standard is effective for periods beginning after
      June 15, 2005. The adoption of the statement had no impact on the Company's
      results of operation or financial position.





In
      April
      2003, the FASB issued SFAS No. 149, "Amendment of Statement No. 133 on
      Derivative Instruments and Hedging Activities." This statement amends and
      clarifies financial accounting and reporting for derivative instruments,
      including certain derivative instruments embedded in other contracts and for
      hedging activities under FASB Statement No. 133, "Accounting for Derivative
      Instruments and Hedging Activities." This Statement is effective for contracts
      entered into or modified after June 30, 2003, and for hedging relationships
      designated after June 30, 2003. Management believes that this statement did
      not
      have a material impact on the Company's results of operations or financial
      position.





In
      January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest
      Entities. In December 2003, the FASB issued FIN No. 46 (Revised) ("FIN 46-R")
      to
      address certain FIN 46 implementation issues. This interpretation requires
      that
      the assets, liabilities, and results of activities of a Variable Interest Entity
      ("VIE") be consolidated into the financial statements of the enterprise that
      has
      a controlling interest in the VIE. FIN 46R also requires additional disclosures
      by primary beneficiaries and other significant variable interest
      holders.





For
      entities acquired or created before February 1, 2003, this interpretation is
      effective no later than the end of the first interim or reporting period ending
      after March 15, 2004, except for those VIE's that are considered to be special
      purpose entities, for which the effective date is no later than the end of
      the
      first interim or annual reporting period ending after December 15, 2003. For
      all
      entities that were acquired subsequent to January 31, 2003, this interpretation
      is effective as of the first interim or annual period ending after December
      31,
      2003. The adoption of FIN 46 did not have a material impact on the Company's
      results of operations or financial position.








F-17





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**





**Note
              3-**
            **ACCOUNTS
                RECEIVABLE**





Accounts
      receivable consists of the following:





**December
                31,**
            ********
            ****
            **2006**Accounts
                receivable
            
            $
            286,444Less:
                Allowance for bad debt
            
            
            (245,240
            )Accounts
                receivable, net
            
            $
            41,204








We
      use
      indirect method to write off accounts receivable. The bad debt expenses was
      $19,508 and $10,686 for the years ended December 31, 2006 and 2005,
      respectively.





**Note
              4-**
            **INVENTORIES**





Inventories
      consist of following:





**December
                31,**
            ********
            ****
            **2006**Finished
                goods
            
            $
            194,963Supply
                and packing materials
            
            
            97,749$
            292,712








**Note
              5-**
            **PROPERTY
                AND EQUIPMENT**





The
      following is a summary of property, plant and equipment-at cost, less
      accumulated depreciation:





**December
                31,**
            ********
            ****
            **2006**Property
                and plant
            
            $
            1,788,497Machines
                and equipment
            
            
            180,379Office
                equipment
            
            
            19,761Motor
                vehicles
            
            
            92,0982,080,735Less:
                Accumulated depreciation
            
            
            (303,101
            )Total
            
            $
            1,777,634





Depreciation
      expense charged to operations was $103,748 and $63,150 for the years ended
      December 31, 2006 and 2005, respectively.








F-18





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**





**Note
                6-**
            **LAND
                USE RIGHT**





The
      following is a summary of land use right, less amortization:





**December
                31,**
            ********
            ****
            **2006**Land
                use right
            
            $
            463,447Less:
                Amortization
            
            
            (29,625
            )$
            433,822





Amortization
      expense charged to operations was $9,730 and $9,470 for the years ended December
      31, 2006 and 2005, respectively.





**Note
                7-**
            **ACQUIRED
                SEED PATENTS**





The
      following is a summary of acquired seed patents, less amortization:





**December
                31,**
            ********
            ****
            **2006**Acquired
                seed patents
            
            $
            1,334,138Less:
                Amortization
            
            
            (689,305
            )$
            644,833





Amortization
      expense charged to operations was $130,677 and $127,191 for the years ended
      December 31, 2006 and 2005, respectively.





**Note
                8-**
            **RECEIVABLE
                FROM SALE OF LAND USE
                RIGHT**





In
      2004,
      the Company sold land use rights to a real estate development company for
      $1,228,858. The real estate development company owes the Company $309,025 as
      of
      December 31, 2004. The parties agreed that the real estate development company
      would pay interest annually at 7.488% on $126,817 (RMB 1,000,000) of the
      $309,025 and the rest of the balance bears no interest. The Company received
      interest payments of $6,236 and $9,202 for the years ended December 31, 2006
      and
      2005, respectively. $3,166 of interest was due to the Company as of December
      31,
      2006.





The
      receivable from sale of land use right consists of the following:





**December
                31,**
            ********
            ****
            **2006**Balance
                bearing interest at 7.488%
            
            $
            128,200Balance
                bearing no interest
            
            
            177,916$
            306,116








F-19





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**





**Note
                9-**
            **BANK
                LOANS**





Bank
      loans consist of the following as of December 31, 2006:


Financial
                  Institutions
              
              LoanAmount
              
              Duration
              
              AnnualInterest Rate
              
              Collateral*
                  Agricultural Bank of China
              
              $   
                  508,400
              
              04/21/04--04/21/05
              
              6.903%
              
              Headquarter
                  Building and land usage right*
                  Agricultural Bank of China
              
              496,000
              
              11/26/04--11/26/05
              
              7.488%
              
              Guaranteed
                  by a real estate development company*
                  Agricultural Bank of China
              
              248,000
              
              01/09/05--01/07/06
              
              7.488%
              
              Usage
                  right of the land located in Chenggang Street*
                  Agricultural Bank of China
              
              62,000
              
              11/26/04--11/26/05
              
              7.488%
              
              Guaranteed
                  by a real estate development company$
                  1,314,400


*****
            The
                Company defaulted on these bank loans, totally $1,358,920 , as of
                December
                31, 2006. The Company also defaulted on bank loan interest payments
                of
                $143,059 as of December 31, 2006.





In
      2004,
      the Company sold the usage right of a piece of land, which the Company used
      to
      secure its bank loans, to a real estate development company. The real estate
      company agreed to guarantee these bank loans.





Interest
      expense for these bank loans was $154,288 and $99,118 for the years ended
      December 31, 2005 and 2004, respectively.





**Note
                10-**
            **RELATED
                PARTY TRANSACTIONS**





Chi
      Ming
      Chan, a member of the Board of Directors of the Parent Corporation, is Chief
      Executive Officer of China World Trade Corporation. A subsidiary of China World
      Trade Corporation known as World Trade Full Capital (Beijing) Investment
      Consultancy Limited acted as an advisor to Zhouyuan in connection with its
      recent acquisition by Infolink Pacific Limited and in connection with the
      reverse merger of Infolink Pacific Limited into the Parent Corporation. The
      services were performed pursuant to a contract that provides that if World
      Trade
      Full Capital assists Zhouyuan in obtaining capital in the United States, then
      Zhouyuan will pay a service fee to World Trade Full Capital, consisting of
      $80,000 plus 500,000 shares of the Parent Corporation’s common
      stock.








F-20





**SHANGDONG
      ZHOUYUAN SEED AND NURSERY CO., LTD.**


**F/K/A
      PINGCHUAN PHARMACEUTICALS, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**





**Note
                11-**
            **COMMITMENTS
                AND CONTINGENCIES**





The
      Company faces a number of risks and challenges not typically associated with
      companies in North America and Western Europe, since its assets exist solely
      in
      the PRC, and its revenues are derived from its operations therein. The PRC
      is a
      developing country with an early stage market economic system, overshadowed
      by
      the state. Its political and economic systems are very different from the more
      developed countries and are in a state of change. The PRC also faces many
      social, economic and political challenges that may produce major shocks and
      instabilities and even crises, in both its domestic arena and in its
      relationships with other countries, including the United States. Such shocks,
      instabilities and crises may in turn significantly and negatively affect the
      Company's performance.





**LITIGATION**





On
      August
      1, 2006 Greentree Financial Group, Inc. ("Greentree"), a former consultant
      to a
      subsidiary of the Company, filed a breach of contract complaint in the Superior
      Court in Mecklenberg County, North Carolina for non payment of contractual
      obligations for 2004 and 2005. The claim is for $49,000 in cash and $40,000
      worth of stock as compensatory damages or $80,000 in liquidated damages. Company
      management believes it has paid Greentree the full amount it is due and will
      contest the complaint. An adverse outcome to this matter would have a material
      adverse effect on the Company's financial position and results of
      operations.





**Note
                12-**
            **SUBSEQUENT
                EVENT: REINCORPORATION
                MERGER**





On
      April
      2, 2007 the Company changed its state of incorporation from North Carolina
      to
      Delaware by merging into its wholly-owned subsidiary. The name of the subsidiary
      was “Shandong Zhouyuan Seed and Nursery Co., Ltd.” which became the name of the
      Company after the reincorporation merger. The merger had no effect on the
      capitalization of the Company.

















































F-21





SIGNATURES





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





**Shandong
                Zhouyuan Seed and Nursery Co., Ltd.**By:
            /s/
                Wang
                ZhigangWang
                Zhigang, Chief Executive Officer





In
      accordance with the Exchange Act, this Report has been signed below on April
      16,
      2007 by the following persons, on behalf of the Registrant and in the capacities
      and on the dates indicated.





/s/
      Wang Zhigang


Wang
      Zhigang, Director,


Chief
      Executive Officer





/s/
      Sanncy Zeng


Sanncy
      Zeng, Director,


Chief
      Financial Officer





/s/
      Wang Zhicheng


Wang
      Zhicheng, Director





_____________________


Daoqi
      Jiang, Director





/s/
      Chi Ming Chan


Chi
      Ming
      Chan, Director












*
            *     
 *       *     
 *





19