UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





þ QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For
the quarterly period ended September 30, 2010





 ̈ TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE


EXCHANGE
ACT





For
the Transition Period from _______ to _________





001-34123


(Commission
File Number)





CHINA-BIOTICS,
INC.


(Exact
Name of registrant as specified in its charter)





Delaware
              98-0393071(State
      or Other Jurisdiction of
                Incorporation
      or Organization)
              (I.R.S.
      Employer Identification No.)





No. 999
Ningqiao Road


Jinqiao
Export Processing Zone


Pudong,
Shanghai 201206


People’s
Republic of China


(Address
of Principal Executive Offices)




Telephone
number: (86 21) 5834 9748




(Registrant’s
Telephone Number, Including Area Code)




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




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes 
 ̈
  No   ̈




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




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




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


Yes 
 ̈ No þ





As
of November 4, 2010, 22,150,200 shares of the registrant’s common stock
were outstanding.





TABLE OF CONTENTS





PagePART
      I - FINANCIAL INFORMATIONITEM
      1.
                              FINANCIAL
      STATEMENTS
                              
                              1ITEM
      2.
                              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                              
                              14ITEM
      3.
                              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                              
                              25ITEM
      4.
                              CONTROLS
      AND PROCEDURES
                              
                              26PART
      II - OTHER INFORMATIONITEM
      1.
                              LEGAL
      PROCEEDINGS
                              
                              27ITEM
      1A.
                              RISK
      FACTORS
                              
                              27ITEM
      2.
                              UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
                              
                              27ITEM
      3.
                              DEFAULTS
      UPON SENIOR SECURITIES
                              
                              27ITEM
      4.
                              [REMOVED
      AND RESERVED.]
                              
                              27ITEM
      5.
                              OTHER
      INFORMATION
                              
                              27ITEM
      6.
                              EXHIBITS
                              
                              28SIGNATURES
                              
                              31





PART I - FINANCIAL INFORMATION





ITEM
1.  FINANCIAL STATEMENTS





CHINA-BIOTICS,
INC. AND SUBSIDIARIES


UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS


(Amounts
expressed in US Dollars)




September 30,
                                      2010
                                    
                                    
                                    March 31,
                                      2010ASSETSCurrent
      assetsCash
      and cash equivalents
                                    
                                    $
                                    158,843,559
                                    
                                    
                                    $
                                    155,579,371Accounts
      receivable, net
                                    
                                    
                                    26,582,587
                                    
                                    
                                    
                                    21,008,664Other
      receivables
                                    
                                    
                                    303,041
                                    
                                    
                                    
                                    791,907Inventories
                                    
                                    
                                    982,751
                                    
                                    
                                    
                                    1,100,707Amount
      due from a director
                                    
                                    
                                    3,877,679
                                    
                                    
                                    
                                    2,367,892Prepayment
                                    
                                    
                                    228,816
                                    
                                    
                                    
                                    1,104,149Total
      current assets
                                    
                                    $
                                    190,818,433
                                    
                                    
                                    $
                                    181,952,690Land
      use right
                                    
                                    
                                    1,814,629
                                    
                                    
                                    
                                    1,797,082Property,
      plant and equipment, net
                                    
                                    
                                    61,165,010
                                    
                                    
                                    
                                    48,886,077Deferred
      tax assets
                                    
                                    
                                    -
                                    
                                    
                                    
                                    298,833Total
      assets
                                    
                                    $
                                    253,798,072
                                    
                                    
                                    $
                                    232,934,682LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilitiesAccounts
      payable
                                    
                                    $
                                    4,579,227
                                    
                                    
                                    $
                                    5,850,988Tax
      payables
                                    
                                    
                                    30,572,679
                                    
                                    
                                    
                                    28,989,337Other
      payables and accruals
                                    
                                    
                                    2,332,014
                                    
                                    
                                    
                                    1,815,487Convertible
      note, net of discount of $1,004,461 and $2,853,094 as of September 30,
      2010 and March 31, 2010, respectively
                                    
                                    
                                    23,995,539
                                    
                                    
                                    
                                    22,146,906Embedded
      derivatives
                                    
                                    
                                    2,847,000
                                    
                                    
                                    
                                    14,797,000Interest
      payable
                                    
                                    
                                    4,266,639
                                    
                                    
                                    
                                    3,156,035Total
      current liabilities
                                    
                                    $
                                    68,593,098
                                    
                                    
                                    $
                                    76,755,753Commitments and
      contingenciesStockholders’
      equity:Common
      stock (par value of $0.0001, 100,000,000 shares authorized, 46,751,004
      shares issued and 22,150,200 outstanding as of September 30, 2010 and as
      of March 31, 2010)
                                    
                                    $
                                    4,675
                                    
                                    
                                    $
                                    4,675Additional
      paid-in capital
                                    
                                    
                                    82,769,074
                                    
                                    
                                    
                                    82,769,074Retained
      earnings
                                    
                                    
                                    95,137,457
                                    
                                    
                                    
                                    65,441,994Treasury
      stock at cost (24,600,804 and 24,381,004 shares as of September 30, 2010
      and March 31,2010, respectively)
                                    
                                    
                                    (2,742,072
                                    )
                                    
                                    
                                    (2,438
                                    )Accumulated
      other comprehensive income
                                    
                                    
                                    7,010,046
                                    
                                    
                                    
                                    4,939,830Capital
      and statutory reserves
                                    
                                    
                                    3,025,794
                                    
                                    
                                    
                                    3,025,794Total
      stockholders’ equity
                                    
                                    $
                                    185,204,974
                                    
                                    
                                    $
                                    156,178,929Total
      liabilities and stockholders’ equity
                                    
                                    $
                                    253,798,072
                                    
                                    
                                    $
                                    232,934,682




The
accompanying notes are an integral part of these financial
statements.


1


CHINA-BIOTICS, INC. AND
SUBSIDIARIES


UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


(Amounts
expressed in US Dollars)





Three months ended
                                              September 30,
                                            
                                            
                                            Six months ended
                                              September 30,2010
                                            
                                            
                                            2009
                                            
                                            
                                            2010
                                            
                                            
                                            2009Net
      sales
                                            
                                            $
                                            23,588,647
                                            
                                            
                                            $
                                            17,148,659
                                            
                                            
                                            $
                                            48,524,366
                                            
                                            
                                            $
                                            32,561,121Cost
      of sales
                                            
                                            
                                            (8,300,608
                                            )
                                            
                                            
                                            (4,980,623
                                            )
                                            
                                            
                                            (16,119,083
                                            )
                                            
                                            
                                            (9,479,296
                                            )Gross
      profit
                                            
                                            $
                                            15,288,039
                                            
                                            
                                            $
                                            12,168,036
                                            
                                            
                                            $
                                            32,405,283
                                            
                                            
                                            $
                                            23,081,825Operating
      expenses:Selling
      expenses
                                            
                                            $
                                            (2,559,158
                                            )
                                            
                                            $
                                            (2,733,234
                                            )
                                            
                                            $
                                            (5,617,536
                                            )
                                            
                                            $
                                            (5,080,826
                                            )General
      and administrative expenses
                                            
                                            
                                            (1,477,494
                                            )
                                            
                                            
                                            (1,223,278
                                            )
                                            
                                            
                                            (2,680,032
                                            )
                                            
                                            $
                                            (2,283,574
                                            )Research
      and development costs
                                            
                                            $
                                            (1,592,754
                                            )
                                            
                                            
                                            (713,940
                                            )
                                            
                                            
                                            (2,675,253
                                            )
                                            
                                            
                                            (1,388,309
                                            )Other
      income/(expenses), net
                                            
                                            
                                            258,233
                                            
                                            
                                            
                                            32,483
                                            
                                            
                                            
                                            355,087
                                            
                                            
                                            $
                                            68,931Total
      operating expenses
                                            
                                            $
                                            (5,371,173
                                            )
                                            
                                            $
                                            (4,637,969
                                            )
                                            
                                            $
                                            (10,617,734
                                            )
                                            
                                            $
                                            (8,683,778
                                            )$
                                            9,916,866
                                            
                                            
                                            $
                                            7,530,067
                                            
                                            
                                            $
                                            21,787,549
                                            
                                            
                                            $
                                            14,398,047Other
      income and expenses:Changes
      in the fair value of embedded derivatives
                                            
                                            $
                                            2,742,000
                                            
                                            
                                            $
                                            (9,430,000
                                            )
                                            
                                            $
                                            11,950,000
                                            
                                            
                                            $
                                            (8,916,000
                                            )Interest
      income
                                            
                                            
                                            97,294
                                            
                                            
                                            
                                            72,781
                                            
                                            
                                            
                                            185,170
                                            
                                            
                                            
                                            139,869Total
      other  income/(expenses)
                                            
                                            $
                                            2,839,294
                                            
                                            
                                            $
                                            (9,357,219
                                            )
                                            
                                            $
                                            12,135,170
                                            
                                            
                                            $
                                            (8,776,131
                                            )Income/(loss)
      before taxes
                                            
                                            $
                                            12,756,160
                                            
                                            
                                            $
                                            (1,827,152
                                            )
                                            
                                            $
                                            33,922,719
                                            
                                            
                                            $
                                            5,621,916Provision
      for income taxes
                                            
                                            
                                            (1,922,233
                                            )
                                            
                                            
                                            (1,655,914
                                            )
                                            
                                            
                                            (4,227,256
                                            )
                                            
                                            
                                            (3,337,233
                                            )Net
      income/(loss)
                                            
                                            $
                                            10,833,927
                                            
                                            
                                            $
                                            (3,483,066
                                            )
                                            
                                            $
                                            29,695,463
                                            
                                            
                                            $
                                            2,284,683Earnings/(loss)
      per share:Basic
                                            
                                            $
                                            0.48
                                            
                                            
                                            $
                                            (0.20
                                            )
                                            
                                            $
                                            1.33
                                            
                                            
                                            $
                                            0.13Diluted
                                            
                                            $
                                            0.33
                                            
                                            
                                            $
                                            0.31
                                            
                                            
                                            $
                                            0.73
                                            
                                            
                                            $
                                            0.58Shares
      used in computation of earnings per shareBasic
                                            
                                            
                                            22,308,098
                                            
                                            
                                            
                                            17,080,000
                                            
                                            
                                            
                                            22,338,880
                                            
                                            
                                            
                                            17,080,000Diluted
                                            
                                            
                                            24,391,431
                                            
                                            
                                            
                                            19,163,333
                                            
                                            
                                            
                                            24,422,213
                                            
                                            
                                            
                                            19,163,333





The
accompanying notes are an integral part of these financial
statements.


2


CHINA-BIOTICS, INC. AND
SUBSIDIARIES


UNAUDITED
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY


(Amounts
expressed in US Dollars)





Common StockShares
                                                                  
                                                                  
                                                                  Par value
                                                                    $0.0001
                                                                  
                                                                  
                                                                  Additional
                                                                    Paid-in Capital
                                                                  
                                                                  
                                                                  Retained
                                                                    Earnings
                                                                  
                                                                  
                                                                  Treasury
                                                                    Stock
                                                                  
                                                                  
                                                                  Accumulated
                                                                    Comprehensive
                                                                    Income
                                                                  
                                                                  
                                                                  Capital &
                                                                    Statutory
                                                                    Reserves
                                                                  
                                                                  
                                                                  TotalBalance-March
      31, 2010
                                                                  
                                                                  
                                                                  46,751,004
                                                                  
                                                                  
                                                                  
                                                                  4,675
                                                                  
                                                                  
                                                                  
                                                                  82,769,074
                                                                  
                                                                  
                                                                  
                                                                  65,441,994
                                                                  
                                                                  
                                                                  
                                                                  (2,438
                                                                  )
                                                                  
                                                                  
                                                                  4,939,830
                                                                  
                                                                  
                                                                  
                                                                  3,025,794
                                                                  
                                                                  
                                                                  
                                                                  156,178,929Acquisition
      of Treasury Stock
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  (2,739,634
                                                                  )
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  (2,739,634
                                                                  )Comprehensive
      income:Net
      income
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  29,695,463
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  29,695,463Other
      comprehensive income:Foreign
      currency translation adjustments
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  2,070,216
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  2,070,216Balance-September
      30, 2010
                                                                  
                                                                  
                                                                  46,751,004
                                                                  
                                                                  
                                                                  
                                                                  4,675
                                                                  
                                                                  
                                                                  
                                                                  82,769,074
                                                                  
                                                                  
                                                                  
                                                                  95,137,457
                                                                  
                                                                  
                                                                  
                                                                  (2,742,072
                                                                  )
                                                                  
                                                                  
                                                                  7,010,046
                                                                  
                                                                  
                                                                  
                                                                  3,025,794
                                                                  
                                                                  
                                                                  
                                                                  185,204,974





The
accompanying notes are an integral part of these financial
statements.


3


CHINA-BIOTICS, INC. AND
SUBSIDIARIES


UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW


(Amounts
expressed in US Dollars)




Six months ended
                                      September 30,2010
                                    
                                    
                                    2009CASH
      FLOW FROM OPERATING ACTIVITIESNet
      income
                                    
                                    $
                                    29,695,463
                                    
                                    
                                    $
                                    2,284,683Adjustment
      for:Changes
      in the fair value of embedded derivatives
                                    
                                    
                                    (11,950,000
                                    )
                                    
                                    
                                    8,916,000Loss
      on disposal of plant and equipment
                                    
                                    
                                    272,308
                                    
                                    
                                    
                                    -Change
      in deferred tax
                                    
                                    
                                    298,894
                                    
                                    
                                    
                                    (133,353
                                    )Depreciation
                                    
                                    
                                    1,460,710
                                    
                                    
                                    
                                    937,500Increase
      in accounts receivable
                                    
                                    
                                    (5,050,340
                                    )
                                    
                                    
                                    (2,632,668
                                    )Decrease
      in others receivable
                                    
                                    
                                    526,552
                                    
                                    
                                    
                                    -Decrease/(Increase)
      in inventories
                                    
                                    
                                    138,451
                                    
                                    
                                    
                                    (339,362
                                    )Decrease/(Increase)
      in prepayments
                                    
                                    
                                    855,167
                                    
                                    
                                    
                                    (67,851
                                    )(Decrease)/Increase
      in accounts payable
                                    
                                    
                                    (1,363,472
                                    )
                                    
                                    
                                    178,523Decrease
      in other payables and accruals
                                    
                                    
                                    (1,132,038
                                    )
                                    
                                    
                                    (540,397
                                    )Increase
      in tax payables
                                    
                                    
                                    973,268
                                    
                                    
                                    
                                    1,687,907NET
      CASH PROVIDED BY OPERATING ACTIVITIES
                                    
                                    $
                                    14,724,963
                                    
                                    
                                    $
                                    10,290,982CASH
      FLOWS USED IN INVESTING ACTIVITIESPurchases
      of fixed assets
                                    
                                    $
                                    (8,459,056
                                    )
                                    
                                    $
                                    (1,987,755
                                    )Proceeds
      from sales of property, plant and equipment
                                    
                                    
                                    976
                                    
                                    
                                    
                                    -NET
      CASH USED IN INVESTING ACTIVITIES
                                    
                                    $
                                    (8,458,080
                                    )
                                    
                                    $
                                    (1,987,755
                                    )CASH
      FLOWS FROM FINANCING ACTIVITIESCash
      advance from a director
                                    
                                    
                                    1,743,864
                                    
                                    
                                    
                                    3,113,900Repayment
      on advance from a director
                                    
                                    
                                    (3,250,000
                                    )
                                    
                                    
                                    (2,999,641
                                    )Treasury
      Stock acquired
                                    
                                    
                                    (2,739,634
                                    )
                                    
                                    
                                    -NET
      CASH (USED IN)/PROVIDED BY FINANCING ACTIVITIES
                                    
                                    $
                                    (4,245,770
                                    )
                                    
                                    $
                                    114,259Effect
      of exchange rate changes on cash
                                    
                                    
                                    1,243,075
                                    
                                    
                                    
                                    203,107NET
      INCREASE IN CASH AND CASH EQUIVALENTS BALANCES
                                    
                                    $
                                    3,264,188
                                    
                                    
                                    $
                                    8,620,593CASH
      AND CASH EQUIVALENTS BALANCES AT BEGINNING OF PERIOD
                                    
                                    
                                    155,579,371
                                    
                                    
                                    
                                    70,824,041CASH
      AND CASH EQUIVALENTS BALANCES AT END OF PERIOD
                                    
                                    $
                                    158,843,559
                                    
                                    
                                    $
                                    79,444,634Supplemental
      disclosure cash flow information:Interest
      paid
                                    
                                    
                                    500,052
                                    
                                    
                                    
                                    755,833Income
      tax paid
                                    
                                    
                                    2,523,939
                                    
                                    
                                    
                                    2,204,523




The
accompanying notes are an integral part of these financial
statements.


4


CHINA-BIOTICS, INC. AND SUBSIDIARIES


NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Amounts
expressed in US Dollars)





1.
            BASIS
      OF PRESENTATION AND PRINCIPALS OF
CONSOLIDATION





The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. The accompanying condensed consolidated financial
statements do reflect all the adjustments that, in the opinion of management,
are necessary to present fairly the financial position, results of operations
and cash flows for the interim periods reported. Such adjustments are of a
normal, recurring nature. Our operating results for the three and six months
ended September 30, 2010 are not necessarily indicative of the results that may
be expected for the year ending March 31, 2011.





These
condensed consolidated financial statements should be read in conjunction with
the audited consolidated financial statements and notes to consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended March 31, 2010. There has been no material change in the significant
accounting policies during the three months ended
September 30, 2010.





Reclassification





Certain
reclassifications have been made to the prior years’ financial statements to
conform to the current year presentation.  The reclassifications had
no effect on previously reported results or retained earnings.




Recent
Accounting Pronouncements





In July
2010, the Financial Accounting Standards Board (the “FASB”) issued Accounting
Standards Update (“ASU”) 2010-20, “Disclosures about the Credit Quality of
Financing Receivables and the Allowance for Credit Losses.” ASU 2010-20 amends
the existing disclosure guidance, thus requiring an entity to provide a greater
level of disaggregated information about the credit quality of its financing
receivables and its allowance for credit losses. ASU 2010-20 is effective for
fiscal and interim periods beginning after December 15, 2010. The Company will
review the requirements under the standard to determine what impacts, if any,
the adoption of the standard would have on our condensed consolidated financial
statements.





In
January 2010, the FASB issued ASU 2010-06, “Improving Disclosure about Fair
Value Measurements,” under Topic 820, “Fair Value Measurements and Disclosures,”
to improve and provide new disclosures for recurring and nonrecurring fair value
measurements under the three-level hierarchy of inputs for transfers in and out
of Levels 1 and 2, and activity in Level 3. This update also clarifies existing
disclosures of the level of disaggregation for the classes of assets and
liabilities and the disclosure about inputs and valuation techniques. ASU
2010-06 is effective for interim and annual reporting periods beginning after
December 15, 2009, except for the disclosures about purchases, sales, issuances,
and settlements in the roll forward of activity in Level 3 fair value
measurements. Those disclosures are effective for financial statements issued
for fiscal years beginning after December 15, 2010, and for interim periods
within those fiscal years. The adoption of ASU 2010-06 did not have a material
impact on our consolidated financial statements. The Company is currently
assessing the impact, if any, of ASU 2010-06 disclosures about purchases, sales,
issuances, and settlements in the roll forward of activity in Level 3 fair value
measurements on our consolidated financial statements.




2.
            EARNINGS
      PER SHARE





Basic
earnings per share is computed in accordance with SFAS No.128 (now known as ASC
260), “Earnings Per Share,” by dividing the net income by the weighted average
number of outstanding common stock during the period. The diluted earnings per
share calculation includes the impact of dilutive convertible securities, if
applicable. The weighted average number of outstanding common stock is
determined by relating the portion of time within a reporting period that a
particular number of common stock has been outstanding to the total time in that
period.


5


CHINA-BIOTICS,
INC. AND SUBSIDIARIES


NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Amounts
expressed in US Dollars)





The
following table sets forth the computation of basic and diluted earnings per
share:





Three months ended
                                September 30,
                              
                              
                              Six months ended
                                September 30,2010
                              
                              
                              2009
                              
                              
                              2010
                              
                              
                              2009Earnings/(loss)
      per share - BasicIncome/(loss)
      for the period
                              
                              $
                              10,833,927
                              
                              
                              $
                              (3,483,066
                              )
                              
                              $
                              29,695,463
                              
                              
                              $
                              2,284,683Basic
      average common stock outstanding
                              
                              
                              22,308,098
                              
                              
                              
                              17,080,000
                              
                              
                              
                              22,338,880
                              
                              
                              
                              17,080,000Net
      earnings/(loss) per share
                              
                              $
                              0.49
                              
                              
                              $
                              (0.20
                              )
                              
                              $
                              1.33
                              
                              
                              $
                              0.13Earnings/(loss)
      per share - DilutedIncome/(loss)
      for the period
                              
                              $
                              10,833,927
                              
                              
                              $
                              (3,483,066
                              )
                              
                              $
                              29,695,463
                              
                              
                              $
                              2,284,683Change
      in fair value of embedded derivatives
                              
                              
                              (2,742,000
                              )
                              
                              
                              9,430,000
                              
                              
                              
                              (11,950,000
                              )
                              
                              
                              8,916,000$
                              8,091,927
                              
                              
                              $
                              5,946,934
                              
                              
                              $
                              17,745,463
                              
                              
                              $
                              11,200,683Basic
      average common stock outstanding
                              
                              
                              22,308,098
                              
                              
                              
                              17,080,000
                              
                              
                              
                              22,338,880
                              
                              
                              
                              17,080,000Diluted
      effect from embedded derivatives
                              
                              
                              2,083,333
                              
                              
                              
                              2,083,333
                              
                              
                              
                              2,083,333
                              
                              
                              
                              2,083,333Diluted
      average common stock
                              
                              
                              24,391,431
                              
                              
                              
                              19,163,333
                              
                              
                              
                              24,422,213
                              
                              
                              
                              19,163,333Net
      earnings per share
                              
                              $
                              0.33
                              
                              
                              $
                              0.31
                              
                              
                              $
                              0.73
                              
                              
                              $
                              0.58





3.
            RISKS,
      UNCERTAINTIES, AND CONCENTRATIONS





(a)
            Nature
      of Operations





Substantially
all of the Group’s operations are conducted in the People’s Republic of China
(the “PRC”) and are subject to various political, economic, and other risks and
uncertainties inherent in this country. Among other risks, the Group’s
operations are subject to the risks of restrictions on transfer of funds; export
duties, quotas and embargoes; domestic and international customs and tariffs;
changing taxation policies; foreign exchange restrictions; and political
conditions and governmental regulations.





(b)
            Concentration
      of Credit Risk





Financial
instruments that potentially subject the Group to concentrations of credit risk
consist principally of cash and accounts receivable.





As of
September 30, 2010 and March 31, 2010, the Group had cash deposits of $158.84
million and $155.58 million, respectively, placed with several banks in the PRC,
which includes the Special Administration Region of Hong Kong where there are
currently no rules or regulations in place for obligatory insurance of bank
accounts.





For the
three months and six months ended September 30, 2010 and 2009, all of the
Group’s sales arose in the PRC.  In addition, all accounts receivable
as of September 30, 2010 and March 31, 2010 arose in the PRC.





(c)
            Concentration
      of Customers





A
substantial percentage of the Group’s sales are made to a small number of
customers.  During the three months and six months ended
September 30, 2010, there were no customers that accounted for more
than 10% of our sales revenue. During the three months ended September 30, 2009,
there was one customer that accounted for 18% of our sales
revenue.  During the six months ended September 30, 2009, there was
one customer who accounted for 15% of our sales revenue.  As of
September 30, 2010, there were no customers that accounted for more than 10% of
our accounts receivable. As of March 31, 2010, there was one customer that
accounted for 15% of our accounts receivable.


6


CHINA-BIOTICS,
INC. AND SUBSIDIARIES


NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Amounts
expressed in US Dollars)





4.
            ACCOUNTS
      RECEIVABLE





Accounts
receivable are as follows:





September 30,
                            2010
                          
                          
                          March 31,
                            2010Trade
      receivables
                          
                          $
                          26,582,587
                          
                          
                          $
                          21,008,664Less
      : Allowances for doubtful debt
                          
                          
                          -
                          
                          
                          
                          -$
                          26,582,587
                          
                          
                          $
                          21,008,664





5.
            INVENTORIES





Inventories
consisted of the following:





September 30,
                    2010
                  
                  
                  March 31,
                    2010Raw
      materials
                  
                  $
                  574,373
                  
                  
                  $
                  513,554Work-in-progress
                  
                  
                  32,841
                  
                  
                  
                  22,580Finished
      goods
                  
                  
                  375,537
                  
                  
                  
                  564,573$
                  982,751
                  
                  
                  $
                  1,100,707





6.
            AMOUNT
      DUE FROM A DIRECTOR





On
September 17, 2010, Mr. Song Jinan paid back the amount of $2.4 million, which
was used for the Company’s overseas business interests.  As of
September 30, 2010, the amount due from a director, Mr. Song Jinan, represented
advances to him for the Company’s domestic business interests related to
obtaining intellectual property and attracting research and development
talent.  The cash advance was unsecured, interest-free and will be
paid back no later than March 31, 2011.





7.
            LAND
      USE RIGHT




The
land use right consisted of the following:




September 30, 2010
                    
                    
                    March 31, 2010Land
      use right
                    
                    $
                    1,919,678
                    
                    
                    $
                    1,881,207Less:
      Accumulated amortization
                    
                    
                    (105,049
                    )
                    
                    
                    (84,125
                    )$
                    1,814,629
                    
                    
                    $
                    1,797,082




A
subsidiary of the Company operating in Shanghai, the PRC owns factory buildings
on certain state-owned land in the PRC and has been assigned the land use right
for a period of 50 years commencing on January 15, 2008.




Amortization
expense amounted to $9,486 and $9,409 for the three months ended September 30,
2010 and 2009, respectively.  Amortization expense amounted to $18,897
and $18,639 for the six months ended September 30, 2010 and 2009,
respectively.


7


CHINA-BIOTICS,
INC. AND SUBSIDIARIES


NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Amounts
expressed in US Dollars)





8.
            PROPERTY,
      PLANT AND EQUIPMENT





Property,
plant and equipment, net, consisted of the following:




September 30,
                    2010
                  
                  
                  March 31,
                    2010Plant
      and machinery
                  
                  
                  38,644,909
                  
                  
                  
                  16,718,856Office
      equipment
                  
                  
                  4,196,512
                  
                  
                  
                  3,726,978Motor
      vehicles
                  
                  
                  348,763
                  
                  
                  
                  341,773Building
                  
                  
                  8,969,646
                  
                  
                  
                  -Leasehold
      improvements
                  
                  
                  1,698,183
                  
                  
                  
                  2,932,93753,858,013
                  
                  
                  
                  23,720,544Less:
      Accumulated depreciation
                  
                  $
                  (8,918,299
                  )
                  
                  $
                  (8,324,180
                  )44,939,714
                  
                  
                  
                  15,396,364Construction
      in progress
                  
                  $
                  16,225,296
                  
                  
                  $
                  33,489,713$
                  61,165,010
                  
                  
                  $
                  48,886,077




Depreciation
expenses were $844,442 and $ 482,246 for the three months ended
September 30, 2010 and 2009, respectively.  Depreciation expenses
were $1,441,813 and $928,609 for six months ended September 30, 2010
and 2009, respectively.




9.
            TAX
      PAYABLES





Tax
payables consisted of the following:




September 30,
                    2010
                  
                  
                  March 31,
                    2010Value
      added tax and other taxes
                  
                  $
                  7,236,377
                  
                  
                  $
                  6,946,939Income
      tax
                  
                  
                  4,219,682
                  
                  
                  
                  4,393,520Surcharge
                  
                  
                  15,088,160
                  
                  
                  
                  13,699,611Dividends
      withholding tax
                  
                  
                  4,028,460
                  
                  
                  
                  3,949,267$
                  30,572,679
                  
                  
                  $
                  28,989,337


8


CHINA-BIOTICS, INC. AND
SUBSIDIARIES


NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Amounts
expressed in US Dollars)





The
income/(loss) generated in the United States, the British Virgin Islands, and
the PRC before income taxes during the periods as presented in these financial
statements is summarized as follows:




Three months ended
      September30,
                              
                              
                              Six months ended September 30,2010
                              
                              
                              2009
                              
                              
                              2010
                              
                              
                              2009Income
      in the United States before income taxes
                              
                              $
                              2,727,342
                              
                              
                              $
                              (9,847,483
                              )
                              
                              $
                              11,812,913
                              
                              
                              $
                              (9,791,475
                              )Income
      in the British Virgin Islands before income taxes
                              
                              
                              286,042
                              
                              
                              
                              1,113
                              
                              
                              
                              80,820
                              
                              
                              
                              (11,868
                              )Income
      in the PRC before income taxes
                              
                              
                              9,742,776
                              
                              
                              
                              8,019,218
                              
                              
                              
                              22,028,986
                              
                              
                              
                              15,425,259$
                              12,756,160
                              
                              
                              $
                              (1,827,152
                              )
                              
                              $
                              33,922,719
                              
                              
                              $
                              5,621,916





The
Company, which is incorporated in the United States, is subject to U.S. tax
law.  Other than legal and professional expenses for the daily
operations of the Company, the income generated from the United States is the
change in the fair value of the embedded derivatives of the 4% Senior
Convertible Promissory Note issued on December 11, 2007.





There is
no income tax for companies not carrying out business activities in the British
Virgin Islands. Accordingly, the Company’s financial statements do not present
any income tax provisions/credits related to the British Virgin Islands tax
jurisdiction.





The
provisions for income tax relating to the periods as presented in these
financial statements are summarized as follows:





Three months ended September 30,
                                          
                                          Six months ended September 30,2010
                                          
                                          2009
                                          
                                          2010
                                          
                                          2009Current
                                          $
                                          1,922,233
                                          
                                          $
                                          1,789,267
                                          
                                          $
                                          4,227,256
                                          
                                          $
                                          3,470,586Deferred
                                          
                                          -
                                          
                                          
                                          (133,353
                                          )
                                          
                                          -
                                          
                                          
                                          (133,353
                                          )$
                                          1,922,233
                                          
                                          $
                                          1,655,914
                                          
                                          $
                                          4,227,256
                                          
                                          $
                                          3,337,233





The Group
has its principal operations in the PRC and is subject to a PRC Enterprise
Income Tax rate of 25% in calendar years 2010 and 2009.





However,
one of the PRC subsidiaries of the Group, Shining, located in the Shanghai
Jinqiao special economic zone, was awarded the  status of high
technology enterprise for the calendar years 2007 to 2010. Hence, Shining enjoys
a preferential income tax of 15%, which represents a tax concession of 10% in
the year 2010 and 2009.


9


CHINA-BIOTICS,
INC. AND SUBSIDIARIES


NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Amounts
expressed in US Dollars)





10.
            COMMITMENTS





(a)
            Operating
      Leases





The Group
leases office space, warehouse facilities, and retail outlets under various
operating leases, certain of which contain escalation clauses. Rental expenses
under operating leases included in the statement of income were $570,305 and
$967,516 for the quarters ended September 30, 2010 and 2009,
respectively.




As of
September 30, 2010, the Group was obligated under operating leases requiring
minimum rental as follows:




September 30,
                      2010Payable
      withinthe
      next 12 months
                    
                    $
                    117,251the
      next 13 to 24 months
                    
                    
                    3,881the
      next 25 to 36 months
                    
                    
                    -the
      next 37 to 48 months
                    
                    
                    -the
      next 49 to 60 months
                    
                    
                    -Thereafter
                    
                    
                    -$
                    121,132





(b)
            Capital
      commitments





GBS
entered into agreements with contractors to construct a plant consisting of bulk
manufacturing facilities in the Shanghai Qingpu Industrial Park District. The
amount of future payment is $3,807,645, which was contracted, but not provided,
for as of September 30, 2010.




“Yangling ”).




(c)
Purchase obligations





The Group
entered into agreements with suppliers to purchase raw materials and packing
materials. The amount of future payment is $10,318,666, which was contracted,
but not provided, for as of September 30, 2010.





(d) Other
obligations





The Group
entered into an agreement with a university to perform research and development.
The amount of future payment is $3,068,850, which was contracted for as of
September 30, 2010.


10


11.
            CONVERTIBLE
      NOTES





On
December 11, 2007, the Company sold a 4% Senior Convertible Promissory Note
in the amount of $25,000,000 (the “Note”) with a maturity date of
December 11, 2010 to Pope Investments II LLC, an affiliate of Pope
Investments, LLC, in a private placement. In connection with the sale, the
Company entered into an Investment Agreement and a Registration Rights
Agreement. In addition, Mr. Song Jinan, the Company’s Chief Executive Officer,
Chairman, and largest stockholder, entered into a Guaranty Agreement and a
Pledge Agreement pursuant to which Mr. Song agreed to guaranty the Company’s
obligations under the Note and to secure such guaranty with a pledge of
4,000,000 shares of China-Biotics’ common stock owned by Mr. Song. The principal
amount of the Note is convertible into shares of the Company’s common stock at
an exercise price of $12.00 per share at any time until the maturity date
subject to adjustment for subdivision or combination of the Company’s common
stock and similar events. If the Note is not converted at maturity, the Company
will redeem the Note to provide Pope Investments II LLC with a total yield of
10% per annum inclusive of the annual interest. The Note also provides for
mandatory conversion into the Company’s common stock if the Group achieved a net
income of $60 million in fiscal year 2010.  Because our net income in
fiscal year 2010 was below $60 million, the mandatory conversion will not be
implemented. Pope Investments II LLC may declare the outstanding principal
amount and any accrued but unpaid interest, calculated at a rate of 10% per
annum, to be immediately due and payable upon an event of default, including
non-payment of obligations under the Note, bankruptcy or insolvency, or failure
to perform any covenant set forth in the Note or Investment Agreement. Pursuant
to the Investment Agreement the Company has secured payment of obligations under
the Note with a pledge of 100% of the stock of SGI to Pope Investments
II LLC.


11


CHINA-BIOTICS,
INC. AND SUBSIDIARIES


NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Amounts
expressed in US Dollars)





Net
proceeds of the Note are being used to fund the construction of a
150-metric-ton-per-year manufacturing facility and for other capital
expenditures.





The
Company accounted for the net proceeds from the issuance of the Note as two
separate components; an embedded derivative component (conversion option with
mandatory conversion feature) and a debt component. The Company determined the
initial carrying value of the debt component by subtracting the fair value of
embedded derivatives amounted to US$9,118,000 from the net proceeds received
from the issuance of the Note. This resulted in US$15,882,000 initial carrying
amount of the debt component.





On April
1, 2008, the Company adopted ASC Topic 820, “Fair Value Measurements and
Disclosures” (formerly, SFAS No. 157 “Fair Value Measurements”), which defines
fair value, establishes a framework for measuring fair value in GAAP, and
expands disclosures about fair value measurements. ASC 820 does not require any
new fair value measurements, but provides guidance on how to measure fair value
by providing a fair value hierarchy used to classify the source of the
information. In February 2008, the FASB deferred the effective date of ASC 820
by one year for certain non-financial assets and non-financial liabilities,
except those that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at lease annually).  The Company
adopted the provisions of ASC 820, except as it applies to those non-financial
assets and non-financial liabilities for which the effective date has been
delayed by one year.





ASC 820
establishes a three-level valuation hierarchy of valuation techniques based on
observable and unobservable inputs, which may be used to measure fair value and
include the following:





Level 1 -
Quoted prices in active markets for identical assets or
liabilities;





Level 2 -
Inputs other than Level 1 that are observable, either directly or indirectly,
such as quoted prices for similar assets or liabilities; quoted prices in
markets that are not active; or other inputs that are observable or can be
corroborated by observable market data for substantially the full term of the
assets or liabilities; and





Level 3 -
Unobservable inputs that are supported by little or no market activity and that
are significant to the fair value of the assets or liabilities.





Classification
within the hierarchy is determined based on the lowest level of input that is
significant to the fair value measurement.





As of
September 30, 2010, the Company held certain assets and liabilities that are
required to be measured at fair value on a recurring basis, including its
derivative instruments related to the Note issued in 2007. The fair value of the
embedded derivatives was determined using the following inputs in accordance
with ASC 820 as of September 30, 2010:




Fair Value MeasurementsBalance
                  
                  
                  Quoted
                    Prices in
                    Active
                    Markets
                    (Level 1)
                  
                  
                  Significant Other
                    Observable
                    Inputs
                    (Level 2)
                  
                  
                  Significant
                    Unobservable
                    Inputs
                    (Level 3)Embedded
      derivatives - conversion rightAs
      of March 31, 2010
                  
                  $
                  14,797,000
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  14,797,000As
      of September 30, 2010
                  
                  $
                  2,847,000
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  2,847,000


12


CHINA-BIOTICS,
INC. AND SUBSIDIARIES


NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Amounts
expressed in US Dollars)





The
following table presents a reconciliation of the assets and liabilities measured
at fair value on a recurring basis using significant unobservable inputs (Level
3) from March 31, 2010 to September 30, 2010:





Derivative Liability -
                            Conversion Rights2010
                          
                          
                          2009Balance
      on March 31
                          
                          $
                          14,797,000
                          
                          
                          $
                          2,660,000Adjustment
      to fair value included in earnings
                          
                          
                          (11,950,000
                          )
                          
                          
                          8,916,000Balance
      on September 30
                          
                          $
                          2,847,000
                          
                          
                          $
                          11,576,000





The
embedded derivatives are revalued at the end of each reporting period and the
resulting difference is included in the results of operations. The estimated
fair value of the embedded derivatives as of September 30, 2010 and March 31,
2010 was $2,847,000 and $14,797,000, respectively. The change in the fair value
of the embedded derivatives amounted to $2,742,000 for the quarter ended
September 30, 2010, and $8,916,000 for the quarter ended September 30, 2009 were
charged to the consolidated statement of operation.





The fair
value of the embedded derivatives was determined using the Binomal Model based
on the following assumptions:





September 30,
                    2010
                  
                  
                  March 31,
                    2010Risk-free
      rate of return
                  
                  
                  0.16%
                  
                  
                  
                  0.33%Time
      to expiration
                  
                  0.25years
                  
                  
                  0.75yearsVolatility
      rate
                  
                  
                  80%
                  
                  
                  
                  68%Dividend
      yield
                  
                  
                  -
                  
                  
                  
                  -





As of
September 30, 2010 and March 31, 2010, the Note interest amounting to
$15,188,396 and $11,727,789 was capitalized under
construction in progress.




12.
            TREASURY
      STOCK




On July
7, 2010, the Company’s Board of Directors approved a share repurchase program
under which the Company may purchase up to $20 million shares of the Company’s
outstanding common stock from time-to-time until July 7,
2011.  Repurchases will be made pursuant to Rule 10b5-1 or 10b-18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will
be made on the open market at prevailing market prices or in block trades,
subject to the restrictions relating to volume, price, and
timing.  The Company plans to fund repurchases from its available cash
balance. During the period ended September 30, 2010, the Company repurchased
219,800 shares of its common stock for an aggregate cost of $2,739,634. The
repurchased shares will be added to the Company’s Treasury Stock
reserve.




13.
              LITIGATION




China-Biotics,
Inc. and certain of its current and former officers and directors have been
named as defendants in two putative shareholder class action lawsuits-one filed
in the United States District Court for the Central District of California, and
a second filed in the United States District Court for the Southern District of
New York (collectively, the "Complaints"). The plaintiff in each case seeks to
represent a class of persons or entities that purchased the securities of
China-Biotics, Inc. between July 10, 2008 and August 30, 2010. The Complaints
name as defendants China-Biotics, Inc., Song Jinan, Li Chi Yuen, Lewis Fan, Yan
Yihong, and Travis Cai (collectively, the "Defendants"). The Complaints allege
that the Defendants violated Section 10(b) and/or Section 20(a) of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, by making material misstatements orfailing to disclose certain
material information regarding, among other things, China-Biotics, Inc.'s
financial condition, operations, and future business prospects, and the quality,
nature, and quantity of China-Biotics, Inc.'s retail outlets and stores. The
Complaints seek, among other things, unspecified compensatory damages, interest,
and costs. The Company believes that the plaintiffs' claims are without merit,
and intends to defend these actions vigorously.


14.
              SUBSEQUENT
      EVENTS
 On August
12, 2010, Best Design Holdings Ltd., an indirect wholly-owned subsidiary of the
Company, entered into a District Entrance Project Agreement with the Governing
Committee of the Yangling Agricultural High-tech Industries Demonstration Zone
("Yangling"), pursuant to which the Company will construct a new facility in
Yangling to be used for the production of probiotics and related biological
products for the animal feed industry. The registered capital of the new entity
will be no less than US$50 million, with the full amount to be injected within
24 months of the project commencement date.


13





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





NOTE
REGARDING FORWARD-LOOKING STATEMENTS





This
Quarterly Report on Form 10-Q, including the following “Management’s Discussion
and Analysis of Financial Condition and Results of Operations,” contains
forward-looking statements which involve risks and uncertainties, including
statements regarding our capital needs, business strategy and expectations. Any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “may,” “should,” “will,”
“expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “forecast,” “project” or “continue,” the negative of such terms or
other comparable terminology.





You
should not rely on forward-looking statements as predictions of future events or
results. Any or all of our forward-looking statements may turn out to be wrong.
They can be affected by inaccurate assumptions, risks and uncertainties and
other factors which could cause actual events or results to be materially
different from those expressed or implied in the forward-looking statements. In
evaluating these statements, you should consider various factors, including the
risks described in this Form 10-Q under “Risk Factors” and elsewhere. These
factors may cause our actual results to differ materially from any
forward-looking statement. In addition, new factors emerge from time to time and
it is not possible for us to predict all factors that may cause actual results
to differ materially from those contained in any forward-looking statements. We
disclaim any obligation to publicly update any forward-looking statements to
reflect events or circumstances after the date of this report, except as
required by applicable law.





Except as
otherwise indicated by the context, references in this Quarterly Report on Form
10-Q to “we,” “us,” or “our” are to the combined business of China-Biotics, Inc.
(the “Company”) and its wholly-owned direct subsidiaries, Sinosmart Group Inc.
(“SGI”), Growing State Limited (“GSL”), and King Treasure Group Limited (“KTG”)
and KTG’s wholly-owned subsidiary, Best Design Holdings Limited (“BDH”), and
SGI’s wholly-owned subsidiary, Shanghai Shining Biotechnology Co. Ltd.
(“Shining”), and GSL’s wholly-owned subsidiary, Growing Bioengineering
(Shanghai) Co. Ltd. (“GBS”), and BDH’s wholly-owned subsidiary, Growing Bio
(Yangling) Co. Ltd (“GBY”). References to “China” or to the “PRC” are references
to the People’s Republic of China. All references to “dollars” or “$” refers to
United States dollars.





Overview





We
manufacture and sell probiotics products. Probiotics comprise mainly live
bacteria, which we produce using advanced proprietary fermentation technology.
Currently, our products are primarily sold in the Chinese domestic
market.





Our
retail products are mainly sold to distributors, who then distribute them to
various retail outlets such as drug stores and supermarkets. During the three
months ended September 30, 2010, approximately 92% of our retail products sales
revenue was comprised of amounts receivable from the
distributors for the sale of these products. Typically, 60 to 90 days’
credit is given to the distributors.  Our bulk additives products
are primarily sold to institutional customers, such as dairy manufacturers,
animal feed manufacturers, pharmaceutical companies, and food
companies.





We intend
to expand our retail products sales to other cities in China through our growing
distribution network. Our management believes that as China becomes more
affluent, its citizens are becoming more health conscious, which has led to
higher demand for health and functional food such as probiotics and
yogurt.





In
addition, probiotics are increasingly used as additives in a variety of
industries, including the dairy and animal feed industries. According to
statements made by the Nutrition Development Centre of National Development and
Reform Commission in China, effective April 1, 2007, probiotics will be
added to baby milk powders produced in China. Currently, the probiotics used in
China for such purposes are imported. To capitalize on what we believe is a
significant opportunity in those industries, our newly built plant enables us to
capture the anticipated demand for food additives.


14


The
Company’s construction of its new production facility has been on schedule since
the most recent year-end report. The Company commenced commercial production at
the new facility in February 2010. Phase 1 of the project involves constructing
a facility capable of producing 150 tons of probiotics per year and costs
$28 million, $25 million of which has been paid in 2010, and the balance is
scheduled to be paid by the end of the calendar year 2010.  Phase 2 of
this project commenced in December 2009 and is expected to cost $18
million, which is scheduled to be paid in fiscal year 2011.  The
construction of Phase 1 of the plant is being funded by cash received from the
sale of a convertible promissory note to Pope Investments II LLC on December 11,
2007.  The construction cost of Phase 2 of the plant is being funded
by cash received from the public offering of our common stock in October
2009.  In this regard, we have leased 36,075 square meters of
land in the Shanghai Qingpu Industrial Park District, on which we are
constructing the new bulk manufacturing facilities. The plant will have an
initial capacity of 150 tons per year with room for expansion to 300 tons per
year.





Encouraged
by the growing demand for the animal feed market in China, the Company plans to
leverage its technology and R&D capability in probiotics-based animal feed
applications to build a new facility in the Yangling Agricultural High-tech
Industries Demonstration Zone (“Yangling”).  The Yangling facility is
expected to spend over USD$50 million in two years. The facility will produce
probiotics and probiotics-related biological additives for the animal feed
industry. Currently, the facility is in the design stage, and the plan is
subject to government approval prior to implementation.





As of
September 30, 2010, we have entered into contracts with 37 customers for the
bulk additives business. In this regard, we have created a number of
formulations for testing by many potential customers. We have established an
array of business relationships with commercial customers located in some major
cities, including Beijing and Shanghai, and several provinces including Jiangsu,
Jiangxi, among others. These growing companies are among the leaders in the
dairy, animal feed, baked foods, and pharmaceutical industries. The Company’s
existing manufacturing facility, with current annual manufacturing capacity of
12 metric tons of probiotics for use as bulk additives and capsules, will supply
the initial orders for these customers. The need to create a large number of new
products for potential customers is pushing the capacity of our current
production facility. In late February 2010, we commenced commercial production
at our new facility in Qingpu, Shanghai, and we expect the volume of production
to ramp up gradually. We expect the production run-rate will reach 75 metric
tons/year by the end of 2010 calendar year. We have been carefully managing the
use of our production capacity and adjusting our products mix to make sure that
we strike a balance between achieving current and future sales.





In our
continuing effort to shift our focus from retail business to bulk business and
to improve operating efficiency, we closed 95 retail outlets during the quarter
ended September 30, 2010. At same time, we opened 7 new retail outlets to
consolidate the resources of retail outlets. We believe the distribution network
for our retail products is more efficient than directly selling through retail
outlets, which involves increasing leasing expenses and large staffing cost.
During the quarter ended September 30, 2010, we added 2 more distributors. We
now have a total of 29 distributors for retail products, and we are operating 15
retail outlets in China (as of September 30, 2009, we had 107 retail
outlets).  We have been hiring consultants who have many years of
experience in the direct selling industry to facilitate the development of the
Shining brand outlets.  We are also creating a “Community Network”
through which we continuously provide training and seminars to educate the
public about becoming more health conscious and about the benefits of probiotics
and the Shining products.


15


Results
of Operations





Quarter
Ended September 30, 2010 Compared with the Quarter Ended September 30,
2009





Our net
profit was $10.83 million in the quarter ended September 30, 2010. This included
a $2.74 million surplus arising from the revaluation of the conversion
feature embedded in the convertible notes issued in December 2007 as
required by FAS133 (now known as ASC 816). Excluding this revaluation surplus,
our net income was $8.09 million, which was 35.96% higher than our net income
excluding revaluation surplus of $5.95 million for the quarter ended September
30, 2009.





Our
results for the three months and six months ended September 30, 2010 and 2009
are summarized below:





Three months ended
                  September 30, 2010
                
                
                Three months ended
                  September 30, 2009Amount
                
                
                % of Net sales
                
                
                Amount
                
                
                % of Net salesNet
      sales
                
                $
                23,588,647
                
                
                
                100.00
                %
                
                $
                17,148,659
                
                
                
                100.00
                %Cost
      of sales
                
                
                (8,300,608
                )
                
                
                (35.18
                )%
                
                
                (4,980,623
                )
                
                
                (29.04
                )%Gross
      profit
                
                $
                15,288,039
                
                
                
                64.82
                %
                
                $
                12,168,036
                
                
                
                70.96
                %Operating
      expenses:Selling
      expenses
                
                $
                (2,559,158
                )
                
                
                (10.85
                )%
                
                $
                (2,733,234
                )
                
                
                (15.94
                )%General
      and administrative expenses
                
                
                (1,477,494
                )
                
                
                (6.26
                )%
                
                
                (1,223,278
                )
                
                
                (7.13
                )%Research
      and development costs
                
                
                (1,592,754
                )
                
                
                (6.75
                )%
                
                
                (713,940
                )
                
                
                (4.16
                )%Other
      income/(expense), net
                
                
                258,233
                
                
                
                1.09
                %
                
                
                32,483
                
                
                
                0.19
                %Total
      operating expenses
                
                $
                (5,371,173
                )
                
                
                (22.77
                )%
                
                $
                (4,637,969
                )
                
                
                (27.05
                )%$
                9,916,866
                
                
                
                42.04
                %
                
                $
                7,530,067
                
                
                
                43.91
                %Other
      income and expenses:Change
      in the fair value of embedded derivatives
                
                $
                2,742,000
                
                
                
                11.62
                %
                
                $
                (9,430,000
                )
                
                
                (54.99
                )%Interest
      income
                
                
                97,294
                
                
                
                0.41
                %
                
                
                72,781
                
                
                
                0.42
                %Total
      other  income/(expenses)
                
                $
                2,839,294
                
                
                
                12.04
                %
                
                $
                (9,357,219
                )
                
                
                (54.57
                )%Income
      before taxes
                
                $
                12,756,160
                
                
                
                54.08
                %
                
                $
                (1,827,152
                )
                
                
                (10.65
                )%Provision
      for income taxes
                
                
                (1,922,233
                )
                
                
                (8.14
                )%
                
                
                (1,655,914
                )
                
                
                (9.66
                )%Net
      income/(loss)
                
                $
                10,833,927
                
                
                
                45.93
                %
                
                $
                (3,483,066
                )
                
                
                (20.31
                )%





Six months ended
                  September 30, 2010
                
                
                Six months ended
                  September 30, 2009Amount
                
                
                % of Net sales
                
                
                Amount
                
                
                % of Net salesNet
      sales
                
                $
                48,524,366
                
                
                
                100
                %
                
                $
                32,561,121
                
                
                
                100
                %Cost
      of sales
                
                
                (16,119,083
                )
                
                
                (33.22
                )%
                
                
                (9,479,296
                )
                
                
                (29.11
                )%Gross
      profit
                
                $
                32,405,283
                
                
                
                66.78
                %
                
                $
                23,081,825
                
                
                
                70.89
                %Operating
      expenses:Selling
      expenses
                
                $
                (5,617,536
                )
                
                
                (11.58
                )%
                
                $
                (5,080,826
                )
                
                
                (15.60
                )%General
      and administrative expenses
                
                
                (2,680,032
                )
                
                
                (5.52
                )%
                
                
                (2,283,574
                )
                
                
                (7.01
                )%Research
      and development costs
                
                
                (2,675,253
                )
                
                
                (5.51
                )%
                
                
                (1,388,309
                )
                
                
                (4.26
                )%Other
      income/(expense), net
                
                
                355,087
                
                
                
                (0.73
                )%
                
                
                68,931
                
                
                
                (0.21
                )%Total
      operating expenses
                
                $
                (10,617,734
                )
                
                
                (21.88
                )%
                
                $
                (8,683,778
                )
                
                
                (26.67
                )%$
                21,787,549
                
                
                
                44.90
                %
                
                $
                14,398,047
                
                
                
                44.22
                %Other
      income and expenses:Change
      in the fair value of embedded derivatives
                
                $
                11,950,000
                
                
                
                24.63
                %
                
                $
                (8,916,000
                )
                
                
                (27.38
                )%Interest
      income
                
                
                185,170
                
                
                
                0.38
                %
                
                
                139,869
                
                
                
                0.43
                %Total
      other  (expenses)/ income
                
                $
                12,135,170
                
                
                
                25.01
                %
                
                $
                (8,776,131
                )
                
                
                (26.95
                )%Income
      before taxes
                
                $
                33,922,719
                
                
                
                69.91
                %
                
                $
                5,621,916
                
                
                
                17.27
                %Provision
      for income taxes
                
                
                (4,227,256
                )
                
                
                (8.71
                )%
                
                
                (3,337,233
                )
                
                
                (10.25
                )%Net
      income
                
                $
                29,695,463
                
                
                
                61.2
                %
                
                $
                2,284,683
                
                
                
                7.02
                %


16


Net
sales





Net sales
in our financial statements are stated at invoiced value less sales discount and
sales tax. Our net sales for the three months ended September 30, 2010 and 2009
comprised the following:





Three months ended September 30,
                  
                  
                  Six months ended September 30,2010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009Invoiced
      value on sales
                  
                  $
                  24,230,413
                  
                  
                  $
                  18,384,299
                  
                  
                  $
                  50,488,844
                  
                  
                  $
                  34,848,424Less:
      sales discount
                  
                  
                  (467,411
                  )
                  
                  
                  (940,627
                  )
                  
                  
                  (1,491,393
                  )
                  
                  
                  (1,727,696
                  )Less
      : sales tax
                  
                  
                  (174,355
                  )
                  
                  
                  (295,013
                  )
                  
                  
                  (473,085
                  )
                  
                  
                  (559,607
                  )$
                  23,588,647
                  
                  
                  $
                  17,148,659
                  
                  
                  $
                  48,524,366
                  
                  
                  $
                  32,561,121





Net sales
of $23,588,647 for the quarter ended September 30, 2010 were 38% above the net
sales of $17,148,659 for the quarter ended September 30, 2009. The increase was
primarily due to the volume increase in both retail sales and bulk
additives.  Compared with the same period last fiscal year, sales of
bulk additives increased 69%, while retail sales increased
14%.  It reflects our strategy to shift our focus towards the
bulk additives business, which is growing much faster than the retail
business.





The
contributions of the retail products as a percentage of the total value on sales
for the three months ended September 30, 2010 and 2009 were approximately 59%
and 68%, respectively. The contributions of the bulk additives products as a
percentage of the total value on sales for the three months ended September 30,
2010 and 2009 were approximately 41% and 32%, respectively.  The
contribution of the retail products as a percentage of the total value on
sales for the six months ended September 30, 2010 and 2009 were approximately
59% and 72%, respectively.  The contribution of the bulk
additives products as a percentage of the total value on sales for the six
months ended September 30, 2010 and 2009 were approximately 41% and 28%,
respectively.


17





Cost of
sales for the three months ended September 30, 2010 was $8,300,608 compared with
$4,980,623 for the three months ended September 30, 2009. The increase in cost
of sales was primarily because of the overall sales volume increase in both
retail products and bulk additives products.




Gross
profit
 
 Gross
profit for the three months ended September 30, 2010, was $15,288,039 compared
with $12,168,036 for the three months September 30, 2009. Gross profit for the
six months ended September 30, 2010 was $32,405,283, compared with $23,081,825
for the six months ended September 30, 2009. The increase in gross profit was
primarily due to an increase in overall sales volume.
 
 The
average gross profit percentage for all of our products for the three months and
six months ended September 30, 2010 and 2009 are summarized below:
 
 Three months ended September 30,
                  
                  
                  Six months ended September 30,2010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009Average
      for all products
                  
                  
                  64.8
                  %
                  
                  
                  71.0
                  %
                  
                  
                  66.9
                  %
                  
                  
                  70.9
                  %
 
 Gross
profit margin slightly decreased from 71.0% in the quarter ended
September 30, 2009 to 64.8% this quarter, which was primarily due to the
Company’s sales promotions related to substantial discounts on certain retail
products.




18





Selling
expenses





Selling expenses were $2,559,158 or
10.85% of net sales for the three months ended September 30, 2010, compared with
$2,733,234 or 15.94% of net sales for the three months ended September 30,
2009. Selling expenses were $5,617,536 or 11.58% of net sales for the
six months ended September 30, 2010, compared with $5,080,826 or 15.60% of
net sales for the six months ended September 30, 2009. The operating costs of
the retail outlets are included as selling expenses. As of September 30, 2010,
we had a total of 15 retail outlets in operation compared with 107 outlets as of
September 30, 2009. The closure of retail outlets during this quarter reduced
the operating cost, as a result, the selling expenses as percentage of sales
declined. For bulk business, our selling expense is relatively low in this
quarter, and we expect it will increase in the future as we will have more
spending in sales promotion.





General
and administrative expenses





General
and administrative expenses were $1,477,494 or 6.26% of net sales for the three
months ended September 30, 2010, compared with $1,223,278 or 7.13% of net sales
for the three months ended September 30, 2009.  General and
administrative expenses were $2,680,032 or 5.52% of net sales for the six months
ended September 30, 2010, compared with $2,283,574 or 7.01% of net sales for the
six months ended September 30, 2009.  The increase of general and
administrative expenses was primarily due to the increase of legal and
professional fees, research fee and staff costs. As of September 30, 2010, we
had a total of 447 employees, compared with 415 as of September 30,
2009.




Provision
for income taxes
 
 Provision
for income taxes was $1.92 million and $1.66 million for the three
months ended September 30, 2010 and 2009, respectively. Excluding the $2.74
million surplus on revaluation of the convertible note, income before taxes was
$10.02 million for the three month period ended September 30,
2010, compared with a $7.60 million profit for the three month period ended
September 30, 2009. The increase in income tax payable is attributable to an
increase in operating profit.


19




Segment
reporting





We have
adopted the “products” approach for segment reporting. For the three months
ended September 30, 2010 and 2009, we had only one reporting segment—the
probiotic products as health supplement. We manufactured and sold the probiotic
products solely in China and delivered all shipments to destinations within
China, and all of our long-lived assets were physically located in China. We
made all sales to external customers.





Liquidity
and Capital Resources





We had
cash of $158.84 million and working capital of $122.23 million as of
September 30, 2010. Cash generated from operations was $14.72 million in the six
months ended September 30, 2010.





We had
capital expenditures totaling $8.46 million in the six months ended September
30, 2010, mainly in connection with the construction of the new
plant.





Our
current primary facility commenced operations in 2000. With the increases in
sales volume in the last couple of years, we are reaching our production
capacity. We are constructing a new plant with an overall project size of $46
million. Phase 1 of the project involves constructing a facility capable of
producing 150 tons of probiotics per annum and cost approximately $28 million,
$25 million of which has been paid in 2010, and the balance is scheduled to be
paid by the end of the calendar year 2010. Phase 2 of this project commenced in
December 2009 and is expected to cost $18 million, which is scheduled to be paid
in fiscal year 2011.












On
October 5, 2009, the Company closed an underwritten public offering of 4,600,000
shares of its common stock at a price of $15.00 per share. On October 26, 2009,
an additional 690,000 shares were sold pursuant to the exercise of an
over-allotment option at the same price. Net proceeds of the offering, including
the over-allotment, after deducting underwriting discounts, and offering
expenses, were approximately $74.9 million. The Company expects to use the net
proceeds from the offering for general corporate purposes, including expanding
its retail operations, expanding its products, funding Phase 2 of our bulk
manufacturing facility, funding our newly announced Yangling project, and for
general working capital purposes.





The
offering was made pursuant to an Underwriting Agreement, dated September 29,
2009, by and between the Company and Roth Capital Partners, LLC, as sole manager
and representative of the underwriters named therein. The offering of the shares
was registered under the Securities Act of 1933, as amended, pursuant to the
Company’s shelf registration statement on Form S-3, as amended by Amendment No.
1 and Amendment No. 2 to Form S-3 (File No. 333-160519).





On
December 11, 2007, we issued a 4% Senior Convertible Promissory Note in the
amount of $25,000,000 (the “Note”) with a maturity date of December 11,
2010. The principal amount of the Note is convertible into shares of our common
stock at an exercise price of $12.00 per share at any time until the maturity
date.  If the Note is not converted at maturity, we will redeem the
Note at a price that gives a total yield of 10% per annum, inclusive of the
annual interest.  On the maturity date, the redemption price will
equal a sum of $29.5 million, which can be paid off from the Company’s cash
reserve.  Net proceeds of the Note are being used to fund the
construction of the 150-metric-ton-per-year manufacturing facility in Qingpu and
for other capital expenditures.


20


Inflation





During
the quarter ended September 30, 2010, there were small increases in cost of
pulp, paper, and other raw materials.  We also saw big price increases
in the lease market.  The closure of a number of retail outlets,
however, reduced the leasing costs, and overall we believe that inflation did
not have a significant impact on our results of operations for the
quarter.





Seasonality





Typically,
60% of our sales take place in the second half of the fiscal year because many
of our customers purchase our products to give as gifts during the Chinese
festivals that occur during this time of the year. While it is still too early
to tell, we expect that our bulk additive sales will not be seasonal
in nature because the bulk products are purchased by food manufacturers
consistently over the year.





Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements.





Contractual
Obligations





The
following table summarizes our principal contractual obligations and commercial
commitments over various future periods as of
September 30, 2010.





Contractual
                  Obligations
                
                Total
                
                
                Less than 1 year
                
                
                1-3 years
                
                
                3-5 years
                
                
                More than 5 yearsCapital
      Lease Obligations(1)
                
                $
                3,807,645
                
                
                $
                3,807,645
                
                
                
                -
                
                
                
                -
                
                
                
                -Operating
      Lease Obligations(1)
                
                $
                121,132
                
                
                $
                117,251
                
                
                $
                3,881
                
                
                
                -
                
                
                
                -Purchase
      Obligations(2)
                
                $
                10,318,666
                
                
                $
                10,318,666
                
                
                
                -
                
                
                
                -
                
                
                
                -Loan(3)
                
                $
                25,000,000
                
                
                
                25,000,000
                
                
                $
                -
                
                
                
                -
                
                
                
                -Other
      obligation
                
                $
                3,517,950
                
                
                $
                3,517,950
                
                
                $
                -
                
                
                
                -
                
                
                
                -Total
                
                $
                42,765,393
                
                
                $
                42,761,518
                
                
                $
                3,881
                
                
                
                -
                
                
                
                -




(1) See
Note 10 to our consolidated financial statements in this Quarterly
Report.


(2)
Estimated contractual purchases with suppliers as of September 30,
2010.


(3) See
Note11 to our consolidated financial statements in this Quarterly
Report.




The
Company has entered into an agreement with the Chinese government to construct a
new facility in the Yangling Agricultural High-tech Industries Demonstration
Zone ("Yangling"). The Company expects to spend an amount of no less than
$50 million in two years on the Yangling facility.




Research
and Development Expenditures





We have a
strong research and development team supported by a technical advisory board of
experts. In addition to having advanced technology in bacteria culturing and
protection, we also conduct research to develop products that address specific
health problems using our core technology and Chinese medicine to create
genetically engineered drugs and drug delivery solutions and expand our product
line. We incurred research and development costs of approximately $1,592,754 and
$713,940 in the three months ended September 30, 2010 and September 30, 2009,
respectively.  Research and development costs for the six months ended
September 30, 2010 and September 30, 2009 were $2,675,253 and $1,388,309,
respectively.


21




Critical
Accounting Policies





Our
critical accounting policies are described in the Notes to the Financial
Statements included in our Annual Report filed with the SEC on Form 10-K for the
fiscal year ended March 31, 2010, and this Form 10-Q should be read in
conjunction with that Annual Report. This MD&A discusses our consolidated
financial statements for the three months ended September 30, 2010 and 2009.
These financial statements have been prepared in accordance with generally
accepted accounting principles in the United States. In preparing these
financial statements, we are required to make estimates and assumptions
affecting the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. On an
ongoing basis, we evaluate our estimates and judgments. We base our estimates
and judgments on historical experience and on various other factors we believe
are reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities not readily
apparent from other sources. Actual results may differ from these estimates
under different assumptions or conditions.





We
consider accounting policies related to (a) allowance for doubtful accounts, and
(b) use of estimates as applied to potential penalties for the late payment of
taxes, to be critical accounting policies due to the estimation process involved
in each.




22




Allowance
for doubtful accounts





We
maintain an allowance for doubtful accounts for estimated losses that may result
from the inability of our customers to make required payments. Such allowances
are based upon several factors including, but not limited to, historical
experience and the current and projected financial condition of specific
customers. We had trade receivables totaling $26,582,587 as of September 30,
2010. We have considered all relevant factors, including the financial
conditions, affecting the payment abilities of customers comprising these
receivables up to the date of this Form 10-Q and we believe these customers are
able to make required payments. We, however, cannot give assurance that these
factors, including the financial conditions of these customers, will not change
adversely in the future. We will continue to evaluate the ability of all our
customers to make required payments. Were the financial condition of a customer
to deteriorate, resulting in an impairment of its ability to make payments,
allowances may be required.





Use
of estimates as applied to potential penalties for the late payment of
taxes





Our
principal operations are in the PRC. Business enterprises established
in the PRC are subject to income taxes and value added taxes
under PRC tax laws and regulations unless they have exemptions. We have
made tax payments to the PRC tax authorities since 2005. We believe that
our operations in the PRC were exempted from income taxes and value added taxes
for all prior years because we had been recognized by the local government as an
advanced technology enterprise. However, we have never received a written
confirmation from the appropriate tax authorities for the tax exemption status
of our operations in the PRC. As a result, there is no way to ascertain the
position which may be taken by the relevant PRC tax authorities in the
future. Accordingly, our financial statements contain full provisions for all
applicable tax liabilities for all prior calendar years. Such provisions for tax
liabilities will be reversed out of the financial statements at the appropriate
point in the future.





According
to PRC tax regulations, our overdue tax liabilities in the PRC
for the calendar years prior to 2005 may be subject to potential penalties for
the late payment of taxes which is calculated on the basis of 0.5 times to five
times the amount of overdue tax liabilities, which amounts to $4.9 million (if
calculated based on 0.5 times of taxes payable) to $49 million (if calculated
based on five times of the amount of taxes payable) as of December 31, 2008
and 2009. The Group has reserved for the payment of taxes that may be owed for
calendar years prior to 2005 and any associated interest surcharges (which are
calculated at 0.05% per day on the accrued tax liabilities) in its financial
statements until the matter is fully resolved. Following the adoption of FIN48
(now known as ASC 740), the Group has reserved for the surcharges payable for
this reporting period. We consider it is more likely than not that the
associated penalty will not need to be paid.




Embedded
derivatives




On
December 11, 2007, the Company issued a 4% Senior Convertible Promissory Note in
an amount of $25,000,000 (the “Note”) which is due on December 11, 2010.
Pursuant to SFAS No. 133 (now known as ASC 816) “Accounting For Derivatives
Instruments And Hedging Activities” and EITF Issue No. 00-19 (now known as ASC
815) “Accounting For Derivatives Financial Instruments Indexed To And
Potentially Settled In A Company’s Own Stock”, the Company bifurcates the
conversion options with a mandatory conversion feature (“embedded derivatives”)
from the Note as the embedded derivatives are determined to be not clearly and
closely related to the host contract. The embedded derivatives are recorded at
fair value, mark-to-market at each reporting period, and are carried on a
separate line in the balance sheet.




23




Recent
Accounting Pronouncements




See Note
1 of the September 30, 2010 Interim Financial Statements. Other new
pronouncements issued, but not yet effective until after September 30, 2010, are
not expected to have a significant effect on the Company’s consolidated
financial position or results of operations.




24


ITEM 3.   QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK





We are
exposed to various market risks, including changes in foreign currency exchange
rates and fair value. We do not enter into derivatives or other financial
instruments for trading or speculative purposes in the normal course of
business.





Foreign
Currency Exchange Rate Risk





Our
operations are conducted mainly in the PRC. As such, our earnings are subject to
movements in foreign currency exchange rates when transactions are denominated
in RMB, which is our functional currency.





Therefore,
changes in the rate of exchange between the U.S. dollar and the RMB, in which
the financial statements of our operations are maintained, affect our results of
operations and financial position as reported in our consolidated financial
statements. We have consolidated the balance sheets of our RMB-denominated
operations into U.S. dollars at the exchange rates prevailing at the balance
sheet date. Revenues and expenses are translated at the average exchange rates
for the period.





These
changes result in cumulative translation adjustments, which are included in
“Accumulated other comprehensive income,” and potentially result in gains or
losses, which are included in our earnings.




25




Fair
Value Risk





We record
an adjustment on our convertible notes adjusting the fair value of the embedded
conversion options. The change in the value of these instruments is primarily
impacted by the price of our stock at the end of each reporting period. This
adjustment creates a non-cash effect on our statement of operations which may
have a significant impact.





ITEM 4.   CONTROLS AND
PROCEDURES





Evaluation
of Disclosure Controls and Procedures





The
Company maintains a system of disclosure controls and procedures that are
designed to provide reasonable assurance that information that is required to be
timely disclosed is accumulated and communicated to management in a timely
fashion. A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control systems are met. An evaluation was performed under the supervision and
with the participation of our management, including our principal executive
officer and principal financial officer, of the effectiveness of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934) as of the end of the period covered by this
Quarterly Report on Form 10-Q. Based on that evaluation, our management,
including our principal executive officer and principal financial officer,
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission
rules and forms and such information is accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, to allow timely decisions regarding required disclosure.





Changes
in Internal Controls over Financial Reporting





The
Company’s internal control over financial reporting is designed to provide
reasonable assurances regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. There have been no changes in the
Company’s internal control over financial reporting identified in
connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) under
the Securities Exchange Act of 1934 that occurred during the Company’s most
recent fiscal quarter that have materially affected, or are reasonably likely to
materially affect, the Company’s internal control over financial
reporting.  However, because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues within the Company have been detected.


26




PART
II - OTHER INFORMATION





ITEM 1.   LEGAL PROCEEDINGS





China-Biotics,
Inc. and certain of its current and former officers and directors have been
named as defendants in two putative shareholder class action lawsuits—one filed
in the United States District Court for the Central District of California, and
a second filed in the United States District Court for the Southern District of
New York (collectively, the “Complaints”).  The plaintiff in each case
seeks to represent a class of persons or entities that purchased the securities
of China-Biotics, Inc. between July 10, 2008 and August 30, 2010.  The
Complaints name as defendants China-Biotics, Inc., Song Jinan, Li Chi Yuen,
Lewis Fan, Yan Yihong, and Travis Cai  (collectively, the “Defendants”).
 The Complaints allege that the Defendants violated Section 10(b)
and/or Section 20(a) of the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder, by making material misstatements
or failing to disclose certain material information regarding, among other
things, China-Biotics, Inc.’s financial condition, operations, and future
business prospects, and the quality, nature, and quantity of China-Biotics,
Inc.’s retail outlets and stores.  The Complaints seek, among other things,
unspecified compensatory damages, interest, and costs.  The Company
believes that the plaintiffs’ claims are without merit, and intends to defend
these actions vigorously.


ITEM 1A.   RISK FACTORS





The
information set forth in this report should be read in conjunction with the risk
factors discussed in Item 1A of our Annual Report on Form 10-K for the year
ended March 31, 2010, which could materially impact our business, financial
condition or future results. The risks described in the Annual Report on Form
10-K are not the only risks facing the Company. Additional risks and
uncertainties not currently known by the Company or that are currently deemed to
be immaterial also may materially adversely affect our business, financial
condition and/or operating results.





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





The
following table sets forth information concerning purchases of the Company’s
common stock made by, or on behalf of, the Company or any “affiliated
purchaser,” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of
1934, as amended, during the Company’s fiscal quarter ended September 30,
2010:


ISSUER
PURCHASES OF EQUITY SECURITIES(1)


Period
                              
                              Total Number of
                                Shares (or Units)
                                Purchased
                              
                              
                              Average Price
                                Paid per Share
                                (or Unit)
                              
                              
                              Total Number of
                                Shares (or Units)
                                Purchased as Part of
                                Publicly Announced
                                Plans or Programs
                              
                              Maximum Number
                                (or Approximate
                                Dollar Value) of
                                Shares (or Units) that
                                May Yet Be
                                Purchased Under the
                                Plans or Programs7/1/2010
      – 7/31/2010
                              
                              
                              0
                              
                              
                              $
                              N/A
                              
                              
                              
                              0
                              
                              20,000,000
      shares8/1/2010
      – 8/31/2010
                              
                              
                              86,600
                              
                              
                              $
                              12.50
                              
                              
                              
                              86,600
                              
                              19,913,400
      shares9/1/2010
      – 9/30/2010
                              
                              
                              133,200
                              
                              
                              $
                              12.41
                              
                              
                              
                              133,200
                              
                              19,780,220
      sharesTotal
                              
                              
                              219,800
                              
                              
                              $
                              12.46
                              
                              
                              
                              219,800
                              
                              19,780,200
      shares


(1)
            On
      July 7, 2010, the Company’s Board of Directors approved a share repurchase
      program under which the Company may purchase up to $20 million of the
      Company’s outstanding common stock from time-to-time until July 7,
      2011.





ITEM 3.   DEFAULTS UPON SENIOR
SECURITIES





None.





ITEM 4.   [REMOVED AND
RESERVED.]





ITEM 5.   OTHER INFORMATION





None.





27




ITEM 6.   EXHIBITS




Number
                    
                    Exhibit3.1
                    
                    Amended
      and Restated Certificate of Incorporation (incorporated by reference to
      Exhibit 3.1 to China-Biotics, Inc.’s Form 8-K filed on March 23,
      2006).3.2
                    
                    Amended
      and Restated Bylaws (incorporated by reference to Exhibit 3.2 to
      China-Biotics, Inc.’s Form 8-K filed on March 23, 2006) as amended by the
      Amendment to the Amended and Restated Bylaws (incorporated by reference to
      Exhibit 3.2 to China-Biotics, Inc.’s Form 10-Q filed on November 10,
      2008).10.1
                    
                    Securities
      Exchange Agreement dated March 22, 2006 (incorporated by reference to
      Exhibit 10.1 to China-Biotics, Inc.’s Form 8-K filed on March 23,
      2006).10.2
                    
                    Form
      of Lockup Agreement dated March 22, 2006 (incorporated by reference
      to Exhibit 10.2 to China-Biotics, Inc.’s Form 8-K filed on March 23,
      2006).10.3
                    
                    Put
      Agreement dated March 22, 2006 (incorporated by reference to Exhibit
      10.3 to China-Biotics, Inc.’s Form 8-K filed on March 23,
      2006).10.4
                    
                    Registration
      Rights Agreement dated March 22, 2006 (incorporated by reference to
      Exhibit 10.4 to China-Biotics, Inc.’s Form 8-K filed on March 23,
      2006).




28




Number
                    
                    Exhibit10.5
                    
                    Investors’
      Rights Agreement dated March 22, 2006 (incorporated by reference to
      Exhibit 10.5 to China-Biotics, Inc.’s Form 8-K filed on March 23,
      2006).10.6
                    
                    Stan
      Ford Agreement dated March 22, 2006 (incorporated by reference to
      Exhibit 10.6 to China-Biotics, Inc.’s Form 8-K filed on March 23,
      2006).10.7
                    
                    Summary
      of English translation of Investment Agreement for lease of land dated
      March 21, 2006 (incorporated by reference to Exhibit 10.7 to
      China-Biotics, Inc.’s Form 8-K filed on March 23,
    2006).10.8
                    
                    Escrow
      Agreement dated March 22, 2006 (incorporated by reference to Exhibit
      10.8 to China-Biotics, Inc.’s Form 10-KSB filed on June 30,
      2006).10.9
                    
                    Stock
      Purchase Agreement with Fred Cooper dated February 6, 2006
      (incorporated by reference to Exhibit 10.9 to China-Biotics, Inc.’s Form
      10-KSB filed on June 30, 2006).10.10
                    
                    Loan
      agreement dated as of September 22, 2005 (incorporated by reference
      to Exhibit 10.10 to China-Biotics, Inc.’s Form 10-KSB filed on
      June 30, 2006).10.11
                    
                    Convertible
      Bond dated as of September 22, 2005 (incorporated by reference to
      Exhibit 10.11 to China-Biotics, Inc.’s Form 10-KSB filed on June 30,
      2006).10.12
                    
                    Subscription
      Agreement dated as of September 22, 2005 (incorporated by reference
      to Exhibit 10.12 to China-Biotics, Inc.’s Form 10-KSB filed on
      June 30, 2006).10.13
                    
                    English
      Translation of Equity Transfer Agreement dated August 11, 2005
      (incorporated by reference to Exhibit 10.13 to China-Biotics, Inc.’s
      Amendment No. 2 to Form SB-2 filed on November 13,
      2006).10.14
                    
                    English
      Translation of Subscription Agreement dated August 11, 2005
      (incorporated by reference to Exhibit 10.14 to China-Biotics, Inc.’s
      Amendment No. 2 to Form SB-2 filed on November 13,
      2006).10.15
                    
                    Investment
      Agreement dated December 11, 2007 (incorporated by reference to
      Exhibit 10.1 to China-Biotics, Inc’s Form 8-K filed on December 12,
      2007).10.16
                    
                    Registration
      Rights Agreement dated December 11, 2007 (incorporation by reference
      to Exhibit 10.2 to China-Biotics, Inc.’s Form 8-K on December 12,
      2007).10.17
                    
                    4%
      Senior Convertible Promissory Note dated December 11, 2007
      (incorporated by reference to Exhibit 10.3 to China-Biotics, Inc.’s Form
      8-K filed on December 12, 2007).10.18
                    
                    Guaranty
      by Song Jinan in favor of Pope Investments II LLC dated December 11,
      2007 (incorporated by reference to Exhibit 10.5 to China-Biotics, Inc.’s
      Form 8-K filed on December 12, 2007).10.19
                    
                    Pledge
      Agreement between Song Jinan and Pope Investments II LLC dated
      December 11, 2007 (incorporated by reference to Exhibit 10.5 to
      China-Biotics, Inc.’s Form 8-K filed on December 12,
      2007).10.20
                    
                    Form
      of Purchase Agreement dated January 21, 2009 (incorporated by
      reference to Exhibit 10.15 to China-Biotics, Inc.’s Form 10-Q filed on
      February 13, 2009).10.21
                    
                    Form
      of Purchase Agreement dated May 19, 2009 (incorporated by reference
      to Exhibit 10.1 to China-Biotics, Inc.’s Form 8-K filed on May 20,
      2009).10.22
                    
                    Share
      Charge dated September 21, 2009 (effective as of January 24, 2008)
      (incorporated by reference to Exhibit 10.1 to China-Biotics, Inc.’s Form
      10-Q filed on November 16, 2009).10.23
                    
                    Underwriting
      Agreement dated September 29, 2009 (incorporated by reference to Exhibit
      1.1 to China-Biotics, Inc.’s Form 8-K filed on September 30,
      2009).




29





Number
                    
                    Exhibit14.1
                    
                    Code
      of Ethics (incorporated by reference to Exhibit 14.1 to China-Biotics,
      Inc.’s Form 10-KSB for the year ended March 31,
  2006).21.1
                    
                    List
      of subsidiaries (incorporated by reference to Exhibit 21.1 to
      China-Biotics, Inc.’s Form SB-2 filed on March 24,
    2006).31.1
                    
                    Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002*31.2
                    
                    Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002*32.1
                    
                    Certification
      of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002**32.2
                    
                    Certification
      of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act
of 2002**





* Filed
herewith


**
Furnished herewith





* * * *
*


30




SIGNATURES





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





CHINA-BIOTICS,
      INC.(Registrant)/s/
      Song JinanDate: November
      9, 2010
                Song
      JinanChief Executive
      Officer/s/
      Travis CaiTravis
      CaiChief
      Financial Officer






31