**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**









**Form
      10-KSB**







**(Mark
      One)**




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




**For the fiscal year ended December 31, 2006**




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




**For the transition period from** **** **to** **** ****




**Commission
      File Number: 000-50029**







**VOICE
      DIARY INC.**


**(Name
      of Small Business Issuer in its Charter)**







**Delaware**
            **73-1629948****(State
                or Other Jurisdiction of**
              **incorporation
                or organization)**
            **(I.R.S.
                Employer**
              **Identification
                No.)**





**343
      Sui Zhou Zhong Road**


**Sui
      Ning, Si Chuan Province, P.R. China**


**(Address
      of Principal Executive Offices)**





**(86825)
      239-1788**


**(Issuer’s
      Telephone Number)**







**Securities
      registered under Section 12(b) of the Act:**




**Title
                of each class**
            **Name
                of each exchange**
              **on
                which registered****None**
            **Not
                Applicable**




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




**Common
      Stock, $.01 par value**


**(Title
      of Class)**









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




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act.):    Yes **o** No **x**




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




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




The
      Registrant’s revenues for its fiscal year ended December 31, 2006 were
      $1,038,528.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the issuer computed by reference to the price at which the
      common equity was sold, or the average bid and asked price of such common
      equity, as of April 2, 2007 (a date within the past 60 days) was approximately
      $20,777,115.





At
      April
      11, 2007, the registrant had outstanding 39,301,854 shares of par value $.01
      Class A Common Stock, of which approximately 39,202,104 shares were held by
      non-affiliates, and 2,000 shares of par value $.01 Class B Common Stock, of
      which none was held by non-affiliates.




Transitional
      Small Business Disclosure Format (check
      one): **o** **Yes** **x** **No**









*Table
          of Contents*




CAUTIONARY
      STATEMENT REGARDING FORWARD LOOKING INFORMATION





The
      discussion contained in this 10-KSB under the Securities Exchange Act of 1934,
      as amended, (the "Exchange Act") contains forward-looking statements that
      involve risks and uncertainties. The issuer's actual results could differ
      significantly from those discussed herein. These include statements about our
      expectations, beliefs, intentions or strategies for the future, which we
      indicate by words or phrases such as "anticipate," "expect," "intend," "plan,"
      "will," "we believe," "the Company believes," "management believes" and similar
      language, including those set forth in the discussion under "Description of
      Business," including the "Risk Factors" described in that section, and
      "Management's Discussion and Analysis or Plan of Operation" as well as those
      discussed elsewhere in this Form 10-KSB. We base our forward-looking statements
      on information currently available to us, and we assume no obligation to update
      them. Statements contained in this Form 10-KSB that are not historical facts
      are
      forward-looking statements that are subject to the "safe harbor" created by
      the
      Private Securities Litigation Reform Act of 1995.





2




**TABLE
      OF CONTENTS**




**PART
                I**Item 1
            
            Description
                of Business
            
            4Item 2
            
            Description
                of Property
            
            14Item 3
            
            Legal
                Proceedings
            
            14Item 4
            
            Submissions
                of Matters to a Vote of Security
                Holders
            
            14**PART II**Item 5
            
            Market
                for Common Equity, Related Stockholder Matters And Small
                Business Issuer Purchases of Equity Securities
            
            14Item 6
            
            Management’s
                Discussion and Analysis or Plan of
                Operation
            
            16Item 7
            
            Financial
                Statements
            
            20Item 8
            
            Changes
                in and Disagreements with Accountants on Accounting and
                Financial Disclosure
            
            36Item 8A
            
            Controls
                and Procedures
            
            36**PART III**Item 9
            
            Directors,
                Executive Officers, Promoters and Control Persons;
                Compliance With Section 16(a) of the Exchange Act
            
            37Item 10
            
            Executive
                Compensation
            
            39Item 11
            
            Security
                Ownership of Certain Beneficial Owners and
                Management
            
            40Item 12
            
            Certain
                Relationships and Related
                Transactions
            
            41Item 13
            
            Exhibits,
                Lists and Reports on Form 8-K
            
            42Item 14
            
            Principal
                Accountant Fees and Services
            
            43





3
 *Table
          of Contents*




**PART
      I**




**Item 1.
      Description of Business.**




***General***




As
      used in
      this Annual Report, the terms "we", "us", "our," the “Registrant,” “VCDY” and
      the "Company" means, Voice Diary Inc., a Delaware corporation. These terms
      also
      refer to our subsidiary corporation, Sui Ning Shi Yin Fa Bai Zhi Chan Ye You
      Xian Gong Si, a corporation organized and existing under the laws of the
      Peoples’ Republic of China (“Yin Fa”) acquired
      in August 2006.




VCDY
      was
      incorporated in the State of Delaware on February 26, 2002. In June and July
      2002, we acquired approximately 99% of the outstanding shares of Voice Diary
      Ltd., an Israeli corporation (“VDL”), through an exchange of our shares with
      former shareholders of the Subsidiary. VDL was sold on August 22, 2006 pursuant
      to an agreement between us, VDL and Arie Hinkis, our former
      president.





***The
      Business of VDL***




VDL
      developed
      several models of a PDA for the blind and visually impaired. The latest model,
      the IMP, was introduced to the market in December 2001. By December 31, 2005,
      VDL had sold some 4,500 units of the PDA producing revenues of about
      $700,000.




With
      the
      emergence of cellular telephones the feature set offered by VDL's PDAs became
      less than satisfactory. Thus VDL ceased production of the PDA. VDL had no
      product or component inventory left at the time of sale.




From
      August
      2004 until the sale, VCDY suspended the operations of VDL pending new research
      and the development of a new sales plan with proper financing. The plans that
      were considered never materialized.




***Mergers
      or Acquisitions***




On
      June 13,
      2006, VCDY (acquirer) executed a Plan of Exchange with Yin Fa (acquiree), the
      shareholders of Yin Fa and the then majority shareholders of the Voice Diary,
      Inc., pursuant to which VCDY issued 30,000,000 (post-split) new investment
      shares of Class A Common Stock of the Registrant to the Yin Fa shareholders
      pursuant to Regulation S under the Securities Act of 1933, as amended, in
      exchange for all of their shares of registered capital of Yin Fa. As a result,
      Yin Fa became a wholly-owned subsidiary of VCDY. The transaction was treated
      for
      accounting purposes as a capital transaction and recapitalization by the
      accounting acquirer and as a re-organization by the accounting
      acquiree.




Since
      the
      completion of the Plan of Exchange, VCDY has changed its core business to
      pharmaceuticals and continued the operations of Yin Fa. Yin Fa is a Chinese
      pharmaceutical company focused on developing and commercializing Dahurian
      Angelica Root, a popular traditional Chinese medicine. Our business plan
      includes distributing Dahurian Angelica Root and its related products for the
      treatment of pain, swelling and pustule. Dahurian Angelica Root is a popular
      herb employed extensively as an ingredient in food, medicine and cosmetics.
      The
      Suining district in Sichuan Province is a major planting area for DAR as a
      result of local climates and soil. Production output and quality of DAR in
      this
      area are considered by some to be the best in China. In May 2005, we started
      the
      process of applying for GAP (Good Agricultural Practice of Medical Plants and
      Animals) certification for DAR, in cooperation with Sichuan Yinfa Resource
      Development Group Co. Ltd., our affiliate ("Yinfa Resource"). We met the
      standards for DAR in accordance with the guidelines established by European
      GAP.
      Such standards cover environment quality, seed quality, minimum pesticides,
      and
      fertilizer standards. The proposed standards were adopted by the Chinese State
      Food and Drug Administration (SFDA). Our new GAP project involves approximately
      133,334 square meters of experimental planting fields, and 1,333,340 square
      meters of fields run by companies we have hired, all of which passed inspection
      by the SFDA on February 26, 2006. The GAP certificate has been issued in name
      of
      our partner Yinfa Resource. GAP certification means that our planning, quality,
      and manufacturing of DAR have met a high and certifiable standard.




4
 *Table
          of Contents*





Yin
      Fa
      was founded on April 24, 2001, with a registered capital of $125,000 (RMB
      1,000,000), and total assets of $1,475,795 (net assets of $353,875 as of
      December 31, 2006). Yin Fa's business incorporates a self-owned production
      base
      and a network of DAR associates, farmers and R&D affiliates. We believe our
      business model will help facilitate the process of growing DAR, R&D,
      commercializing DAR, sales and marketing. VCDY's current DAR related products
      include the Bai Ling Capsule, Yi Shen Capsule, DAR slices and DAR scent bag,
      all
      of which have been certified by the SFDA and are being sold into the market
      via
      regional distributors throughout China. We will continue to explore the
      development and addition of DAR in a range of foods, medicines and cosmetics.




***Market
      Opportunity*** **




We
      believe
      that traditional Chinese medicine presents a highly attractive opportunity
      for
      the following reasons.




*The
      trend
      towards organic materials* .
      Since
      World War II, traditional agricultural and organic agriculture, has been broken
      due to the extensive application of synthetic chemicals, such as synthetic
      fertilizers, pesticides, herbicides, and mass-rearing techniques to agriculture.
      When people are enjoying the efficiency of modern agriculture, they are also
      hurt by the deteriorated environment. The advocacy of organic agriculture
      re-catches people's attention and the trend for organic materials is globalized
      gradually. Traditional Chinese medicine is an independent influent in
      medication. Different from modern chemical-intensive medication, traditional
      Chinese medicine consists of various natural herbs and naturalism is the essence
      in traditional Chinese herbal theory. The functions of herbs have been studied
      and applied for thousands of years in China; its miracle is disclosed to the
      world gradually.




*Substantial
      markets* .
      In the
      global medication market, the revenues from herbal medication are more than
      $27
      billions in 2005. In the European Union, the increase in the sales of herbal
      medication, approximately 30% annually, is faster than that of synthetic
      medication. Since 1978, the buying power of herbal medication has increased
      by
      approximately 70% in United Kingdom, and approximately 50% in France. In the
      US,
      the sales of herbal medication increased by more than 20% every year.
      ( *Chinese
      Traditional and Herbal Drugs* ,
      1999,
      Vol. 30, No. 11)




*Developing
      traditional Chinese medicine industry.* Even
      though Chinese herbal theory experienced thousands of years, China didn't play
      a
      key role in global herbal medication market, of which only approximately 2%
      was
      shared by China. The restriction in traditional Chinese medicine industry is
      due
      to lack of standards with respect to the qualities control of Chinese medicinal
      herbs. This situation has been changed since GAP was adopted by China in 2003.
      GAP is the abbreviation of “Good Agricultural Practice of Medicinal plants and
      animals” which regulates a whole set of controls at every stage of herb
      development from the ecological environment, germplasm and breeding, to
      cultivating, raising, collecting, transporting, packaging and quantitative
      administration. GAP is the first step to implement GMP in traditional Chinese
      medicine industry because it starts the qualities control from the plantation
      of
      herbs. We believe the adoption of GAP will minimize the gap between China and
      the world, resulting in the booming in traditional Chinese medicine industry
      in
      China.




In
      China, the
      Traditional Chinese Medicine ("T.C.M.") industry has enjoyed a robust
      development. According to a 1996 statistical survey, approximately 1,059
      companies of T.C.M. in China have fixed assets of RMB13.34 billion, an annual
      total production of RMB23.54 billion, and sales revenues of RMB23.08. The T.C.M.
      realizes profits of RMB1.91 billion, with taxes at RMB23.54 billion and a total
      export value of USD0.589 billion. ( *Chinese
      Traditional and Herbal Drugs* ,
      1999,
      Vol. 30, No. 11)




*Benefit
      from
      World Trade Organization.* China’s
      accession to the World Trade Organization (“WTO”) in 2001, following fifteen
      years of difficult negotiations, was a watershed event for the WTO and its
      members and for China. WTO membership brought with it the opportunity to take
      advantage of new market access opportunities and new protections now available
      to China under the rules-based system of the WTO. When China was a non-member
      of
      the WTO, China found that its exports were often the subject of discriminatory
      treatment in overseas markets. In addition, as a country with planned economy
      to
      one with marketing economy, China often saw its exporting enterprises were
      subjected to anti-dumping acts. All will be changed under the protection of
      WTO.
      On the other hand, the accession to WTO also would bring with it the necessity
      of a large number of reforms in Chinese economic policies, many of which would
      require adapting the perspective of Chinese business establishments. The
      employment of GAP in traditional Chinese medicine is one of the policies to
      comply with WTO. With GAP certification, we believe global market access will
      be
      open to traditional Chinese medicine.




5
 *Table
          of Contents*




*Growing
      need
      for traditional Chinese medicine.* Social
      and demographic factors are contributing to the growth in the traditional
      Chinese medicine market and the need for new, natural therapies. The aging
      population of the world is more likely to have suppressed immune systems and
      will require treatments that are effective against increasingly resistant
      strains of bacteria. In addition, the pharmaceutical industry continues to
      develop therapeutics, such as cancer chemotherapy, that weakens the immune
      system as a side effect of the primary therapy. Traditional Chinese medicine
      is
      the supplement for chemical-intensive treatments due to its natural features
      and
      functions in strengthening the immune system. Traditional Chinese medicine
      covers thousands of herbs, the functions of which are still waiting for a deep
      disclosure. As a result, we believe there is a strong demand for traditional
      Chinese medicine that are more potent, more effective against resistant strains
      and that cause fewer side effects.




*Limitations
      of standard treatment regimens.* In
      addition to the increased side effects of chemical-intensive treatments, we
      believe that standard chemical-intensive treatment regimens have several other
      limitations, including multiple daily dosage requirements, lengthy treatment
      periods, limited effectiveness and severe side effects, all of which decrease
      patient compliance and ultimately, therapeutic efficacy.





***Our
      Proprietary DAR products certified by GAP***




A
      GAP
      certificate means that the planning, quality and manufacturing of DAR meet
      a
      high and certifiable standard, which a quality assurance for the raw herb.
      GAP
      regulates a whole set of controls at every stage of herb development from the
      ecological environment, germplasm and breeding, to the cultivating, raising,
      collection, transporting, packaging and quantitative administration. The raw
      herb material is formed through different growing and production stages.
      Different germplasm, ecological environment, culture technology, and different
      harvesting times and processing methods can all influence the herbs output
      and
      quality. So it is easy to see that there are quite a lot of risks when buying
      herbs from different sources in the market. In the open market, herbs in the
      same genus, but not the same species are often confused and mixed together
      with
      the right species. However, only the right species will have the most active
      ingredients.





We
      are
      confident in our DAR products due to couple reasons. First, the process in
      growing DAR is guaranteed by GAP. Please see Table 1 below for the difference
      between GAP DAR and non-GAP DAR.





Table
      1.  Comparison
      Between GAP DAR and non-GAP DAR





**No.**
            **Ingredient**
            **GAP
                DAR**
            **Non-GAP
                DAR**1
            Water
            ≤12.0%
            N/A2
            Ash
            ≤6.0%
            N/A3
            Insoluble
                Acid
            ≤2.0%
            N/A4
            Heavy
                Metal
            Lead
            ≤5.0mg/kg
            N/ACadmium
            ≤0.3mg/kg
            N/AMercury
            ≤0.2mg/kg
            N/AArsenic
            ≤2.0mg/kg
            N/A5
            Pesticide
                Residue
            Benzene
                hexachloride (BHC)
            ≤2‰
            N/AGesarex
            ≤2‰
            N/ATerrachlor
            ≤1‰
            N/A6
            Microbes
            Virus
            ≤30000unit/g
            N/AMucedine
            ≤100
                unit/g
            N/AColibacillus
            N/A
            N/A7
            Extract
            ≥14.0%
            N/A8
            Imperatorin
                & Alloisoimperatorin
            ≥0.16%
            N/A9
            Total
                Coumarin
            ≥0.5%
            N/A




As
      mentioned
      above, ecological environment is another important factor affecting the quality
      of DAR. The suitable environment for DAR is the area with nice sun shine, warm
      and moist climate, and medium dry soil, which are exactly the geographic
      features in Sui Ning, the location of Yin Fa. Sui Ning is located at the edge
      of
      Si Chuan Basin, southwest of China, covered by the subtropical climate belt.
      The
      annual mean temperature in this region is approximately 17.4 °C, and annual
      rainfall is approximately 993 mm. In addition, the soil in this region contains
      abundant elements, such as Potassium, Phosphorus, etc., which is beneficial
      to
      the growth of traditional Chinese medicine.




6
 *Table
          of Contents*




***Marketing
      Strategy*** **




We
      expect to
      use our novel finding and related proprietary technology in DAR to develop
      and
      commercialize more efficient, effective and convenient DAR products. To achieve
      this objective, we have set up a business model associating our self-owned
      production base, DAR associates, farmers and R&D affiliates. We believe the
      business model will facilitate the process in growing DAR, R&D,
      commercializing DAR, sales and marketing. Currently, the DAR related products
      included Bai Ling Capsule, Yi Shen Capsule, DAR slices and DAR scent bag, which
      have been certified by SFDA and put into the market via regional distributors
      throughout China. Yin Fa continues to explore the application for DAR in a
      range
      of food, medicine and cosmetics.




In
      addition,
      we have adopted the following product development and commercialization
      strategies:




*Commercialize
      GAP DAR products.* We plan
      to develop DAR products that have best quality assured by GAP over current
      non-GAP DAR products available in the market, which may include DAR seeds to
      pharmaceutical factories as raw material, or DAR related products, such as
      DAR
      slice, DAR extract, Bai Ling Capsule etc. to the end users. We believe that
      its
      DAR and DAR related products will be competitive in the market due to their
      improved and certified efficacy.




*Develop
      sales
      and marketing functions across multiple DAR products.* We
      intend
      to build over time a pharmaceutical company which may take advantage of the
      local resources of DAR and develop and commercialize DAR and its related
      products. We believe that its commercialization strategy will allow us to fully
      enhance the value of its DAR product and retain significant control over its
      development and commercial activities. In order to facilitate the sales channel
      for DAR, we are considering several sales and marketing strategies, including
      building up nation-wide network in China via regional distributors. We also
      enter into agreements with other pharmaceutical companies which will take DAR
      as
      raw material.




*Seeking
      for
      supports from local government.* In order
      to commercialize T.C.M. and increase the income for T.C.M. farmers, the local
      government of Sui Ning City has successfully built up networks for T.C.M. to
      facilitate the process from fields to end users, including planting, production,
      distribution and sales. Currently, there are 177 associates specialized in
      T.C.M. in Sui Ning with more than 1,000 people working in T.C.M. industry.
      The
      annual purchase of various T.C.M in Sui Ning is approximately 2,000 tons
      ( *Han
      Yang Technology* ,
      2005,
      No. 2). Yin Fa plans to apply the local resources to its marketing.




*Seeking
      for
      strategic partners.* For
      certain DAR products, we intend to enter into collaborative arrangements with
      third parties. These collaborations may be necessary in order for us to:




•
            fund
                our research and development activities;•
            fund
                manufacturing by third parties;•
            seek
                and obtain regulatory approvals; and•
            successfully
                commercialize our DAR products.




On
      March 6,
      2007, we entered into an Exclusive Import-Export Agency Agreement with DongUi
      Cosmetics Co. ("DongUi"), a corporation organized and existing under the laws
      of
      the Republic of Korea (South Korea), for business development in South
      Korea.




7
 *Table
          of Contents*




***Competition*** **




The
      T.C.M.
      industry is highly competitive in many areas. Our product DAR and other DAR
      related products will compete with other available products based primarily
      on:




•
            efficacy•
            safety•
            tolerability•
            acceptance
                by doctors•
            patient
                compliance and acceptance•
            patent
                protection•
            convenience•
            price•
            insurance
                and other reimbursement coverage•
            distribution•
            marketing•
            adaptability
                to various modes of dosing




Competitors
      include national and regional T.C.M. providers, T.C.M. manufacturers,
      wholesalers and chain drug stores.




Many
      of our
      competitors possess greater financial, managerial and technical resources and
      have established reputations for successfully developing and marketing T.C.M.,
      all of which put us at a competitive disadvantage. Our competitors may be able
      to apply their resources and capabilities to develop and commercialize products
      that have distinct, enhanced, or perceived advantages versus our products.
      The
      competitors may be in a position to devote greater resources in the sales,
      marketing, and distribution of these products and therefore considerably impact
      our ability to successfully commercialize our own products.




***Manufacturing*** **




We
      currently
      rely on third-party contract manufacturers to produce sufficient quantities
      of
      DAR related products. We believe that our initial focus on the application
      for
      GAP authentication for DAR will reduce the risk and time involved in the
      development of manufacturing capabilities because production of DAR related
      products involves well-established and well-accepted manufacturing techniques
      and processes. We intend to continue to rely upon third-party contract
      manufacturers for production of our DAR related products. The use of
      third-parties for these activities allows us to minimize our initial capital
      investment and reduce the risk that would be associated with the establishment
      of our own commercial manufacturing and distribution operations.




8
 *Table
          of Contents*





***Government
      Regulation*** **




We
      are
      subject to extensive pre- and post-market regulation by the FDA, including
      regulations that govern the testing, manufacturing, safety, efficacy, labeling,
      storage, record keeping, advertising, and promotion of drugs under the Federal
      Food, Drug and Cosmetic Act and the Public Health Services Act, and by
      comparable agencies in foreign countries. FDA approval is required before any
      dosage form of any new drug, a generic equivalent of a previously approved
      drug,
      or a new combination of previously approved drugs, can be marketed in the United
      States. All applications for FDA approval must contain information relating
      to
      pharmaceutical formulation, stability, manufacturing, processing, packaging,
      labeling and quality control.




***Employees*** **




As
      of
      December 31, 2006, we had 31 full-time employees, including 5 office executives,
      12 specialists in researching and developing traditional Chinese medicines.
      All
      employees are working in our subsidiary located in China.





***Risk
      Factors***




There
      are a
      number of important factors that could cause our actual results to differ
      materially from those that are indicated by forward-looking statements. Those
      factors include, without limitation, those listed below and elsewhere herein.





***We
      have incurred losses from operations, which may have impact on implementing
      our
      business plan***




We
      had net
      losses of $155,233 and $7,755 for the years ended December 31, 2006 and 2005,
      respectively, which may have impact on implementing our business plan.




We
      may
      continue to incur substantial losses for the foreseeable future as a result
      of
      increases in our research and development costs, including costs associated
      with
      conducting quality improvement of DAR, and regulatory compliance activities.




Our
      chances
      for achieving profitability will depend on numerous factors, including success
      in:




•
            achieving
                milestones under our collaboration agreements;•
            developing
                more proprietary DAR related products;•
            commercializing
                our products; and•
            establishing
                our competitive position.




Many
      of these
      factors will depend on circumstances beyond our control. We cannot assure you
      that we will ever gain more net income.





***If
      a competitor produces and commercializes DAR products that are superior to
      our
      products, the market for our potential products would be reduced or
      eliminated.***




We
      have
      devoted a substantial amount of our research efforts and capital to improve
      the
      quality of DAR. Competitors are developing or have developed new DAR products
      that may compete with ours. In addition, other companies are developing
      technologies to enhance the efficacy of DAR products by adding new techniques
      in
      extracting DAR. If a competitor produces and commercializes DAR products that
      provide superior safety, effectiveness or other significant advantages over
      our
      products, the value of our DAR products would be substantially reduced. As
      a
      result, we would need to conduct substantial new research and development
      activities to establish new product targets, which would be costly and time
      consuming. In the event we are unable to establish new product targets, we
      will
      be unable to generate sources of revenue.




9
 *Table
          of Contents*




***We
      have not sought patent protection for certain aspects of our
      technology.***




We
      have not
      filed for patent protection with respect to specific formulations, materials
      (including inactive ingredients) or manufacturing process approaches that are
      incorporated in our DAR products, and we may not seek such patent coverage
      in
      the future. In producing our DAR products, we expect to use general formulation
      techniques used in the industry that would be modified by us and which would,
      therefore, include know-how and trade secrets that we have developed. We cannot
      be certain that a patent would issue to cover such intellectual property and
      currently, we would prefer to keep such techniques and know-how as our trade
      secrets. In the event a competitor is able to develop technology substantially
      similar to ours and patent that approach, we may be blocked from using certain
      of our formulations or manufacturing process approaches, which could limit
      our
      ability to develop and commercialize products.




***If
      we do not successfully attract and retain collaborative partners, or our
      partners do not satisfy their obligations, we will be unable to develop our
      partnered product candidates.***




For
      certain
      DAR products, we intend to enter into collaborative arrangements with third
      parties. These collaborations may be necessary in order for us to:




•
            fund
                our research and development activities;•
            fund
                manufacturing by third parties;•
            seek
                and obtain regulatory approvals; and•
            successfully
                commercialize our product candidates.




We
      cannot
      assure that we will be able to enter into collaborative agreements with partners
      on terms favorable to us, or at all, and any future agreement may expose us
      to
      risks that our partner might fail to fulfill its obligations and delay
      commercialization of our products. We also could become involved in disputes
      with partners, which could lead to delays in or terminations of our development
      and commercialization programs and time consuming and expensive litigation
      or
      arbitration. Our inability to enter into additional collaborative arrangements
      with other partners, or our failure to maintain such arrangements, would limit
      the number of product candidates which we could develop and ultimately, decrease
      our sources of any future revenues.




***We
      will need additional capital in the future. If additional capital is not
      available, we may be forced to delay or curtail the development of our product
      candidates.***




We
      anticipate
      that our existing capital resources and expected product sales will enable
      us to
      maintain our current operations for at least the next 12 months. We may
      need additional capital to fund our operations beyond 2007. Our requirements
      for
      additional capital could be substantial and will depend on many other factors,
      including:




•
            payments
                received under future collaborative partner agreements;•
            continued
                progress of research and development of our DAR products;•
            our
                ability to acquire or license drugs from others for use with DAR;•
            costs
                associated with protecting our intellectual property rights;•
            development
                of sales and marketing capabilities; and•
            market
                acceptance of our products.




10
 *Table
          of Contents*




We
      have no
      significant committed sources of additional capital. To the extent our capital
      resources are insufficient to meet future capital requirements, we will have
      to
      raise additional funds to continue the development of our product candidates.
      We
      cannot assure you that funds will be available on favorable terms, if at all.
      To
      the extent we raise additional capital through the sale of securities, the
      issuance of those securities could result in dilution to our stockholders.
      In
      addition, if we obtain debt financing, a substantial portion of our operating
      cash flow may be dedicated to the payment of principal and interest on such
      indebtedness, thus limiting funds available for our business activities. If
      adequate funds are not available, we may be required to curtail significantly
      our development and commercialization activities.




***We
      could be forced to pay substantial damage awards if product liability claims
      that may be brought against us are successful.***




The
      sale of
      any approved DAR products may expose us to liability claims and financial losses
      resulting from the use or sale of our products. Insurance for our DAR products
      are not required pursuant to SFDA in China.




***If
      we fail to establish sales, marketing, and distribution capabilities, or fail
      to
      enter into arrangements with third parties, we will not be able to commercialize
      our products.***




We
      have
      limited sales, marketing, and distribution capabilities. In order to
      commercialize our DAR products, we must considerably expand our commercial
      capabilities or make arrangements with third parties to perform these services
      for us. In order to market any of our products directly, we must considerably
      expand our commercial infrastructure, including distribution, marketing, and
      sales personnel. The expansion or contracting of a sales and distribution
      infrastructure would require substantial resources, which may divert the
      attention of our management and key personnel and defer our product development
      efforts. To the extent that we enter into sales and marketing arrangements
      with
      other companies, our revenues will depend on the efforts of others. These
      efforts may not be successful. If we fail to expand sales, marketing and
      distribution capabilities, or fail to enter into arrangements with third
      parties, we will experience delays in product sales and incur increased costs.




***Our
      assets are located in China and its revenues are derived from its operations
      in
      China***




In
      terms of
      industry regulations and policies, the economy of China has been transitioning
      from a planned economy to market oriented economy. Although in recent years
      the
      Chinese government has implemented measures emphasizing the utilization of
      market forces for economic reforms, the reduction of state ownership of
      productive assets and the establishment of sound corporate governance in
      business enterprises, a substantial portion of productive assets in China are
      still owned by the Chinese government. For example, all lands are state owned
      and are leased to business entities or individuals through governmental granting
      of State-owned Land Use Rights. The granting process is typically based on
      government policies at the time of granting and it could be lengthy and complex.
      This process may adversely affect our future manufacturing expansions. The
      Chinese government also exercises significant control over China’s economic
      growth through the allocation of resources, controlling payment of foreign
      currency and providing preferential treatment to particular industries or
      companies. Uncertainties may arise with changing of governmental policies and
      measures. At present, our development of research and development technologies
      and products is subject to approvals from the relevant government authorities
      in
      China. Such governmental approval processes are typically lengthy and complex,
      and never certain to be obtained.





***Political
      and economic risks***




China
      is a
      developing country with a young market economic system overshadowed by the
      state. Its political and economic systems are very different from the more
      developed countries and are still in the stage of change. China also faces
      many
      social, economic and political challenges that may produce major shocks and
      instabilities and even crises, in both its domestic arena and in its
      relationship with other countries, including but not limited to the United
      States. Such shocks, instabilities and crises may in turn significantly and
      adversely affect our performance.




11
 *Table
          of Contents*




***Risks
      related to interpretation of China laws and regulations which involves
      significant uncertainties***




China’s
      legal
      system is based on written statutes and their interpretation by the Supreme
      People’s Court. Prior court decisions may be cited for reference but have
      limited value as precedents. Since 1979, the Chinese government has been
      developing a comprehensive system of commercial laws, and considerable progress
      has been made in introducing laws and regulations dealing with economic matters
      such as foreign investment, corporate organization and governance, commerce,
      taxation and trade. However, because these laws and regulations are relatively
      new, and because of the limited volume of published cases and judicial
      interpretation and their lack of force as precedents, interpretation and
      enforcement of these laws and regulations involve significant uncertainties.
      In
      addition, as the Chinese legal system develops, we cannot assure that changes
      in
      such laws and regulations, and their interpretation or their enforcement will
      not have a material adverse effect on our business operations.




***Currency
      conversion and exchange rate volatility could adversely affect our financial
      condition.***




The
      PRC
      government imposes control over the conversion of Renminbi into foreign
      currencies. Under the current unified floating exchange rate system, the
      People’s Bank of China publishes an exchange rate, which we refer to as the PBOC
      exchange rate, based on the previous day’s dealings in the inter-bank foreign
      exchange market. Financial institutions authorized to deal in foreign currency
      may enter into foreign exchange transactions at exchange rates within an
      authorized range above or below the PBOC exchange rate according to market
      conditions.




Pursuant
      to
      the Foreign Exchange Control Regulations of the PRC issued by the State Council
      which came into effect on April 1, 1996, and the Regulations on the
      Administration of Foreign Exchange Settlement, Sale and Payment of the PRC
      which
      came into effect on July 1, 1996, regarding foreign exchange control, conversion
      of Renminbi into foreign exchange by Foreign Investment Enterprises, or FIEs
      for
      use on current account items, including the distribution of dividends and
      profits to foreign investors, is permissible. FIEs are permitted to convert
      their after-tax dividends and profits to foreign exchange and remit such foreign
      exchange to their foreign exchange bank accounts in the PRC.




Conversion
      of
      Renminbi into foreign currencies for capital account items, including direct
      investment, loans, and security investment, is still subject to certain
      restrictions. On January 14, 1997, the State Council amended the Foreign
      Exchange Control Regulations and added, among other things, an important
      provision, which provides that the PRC government shall not impose restrictions
      on recurring international payments and transfers under current account
      items.




Enterprises
      in PRC (including FIEs) which require foreign exchange for transactions relating
      to current account items, may, without approval of the State Administration
      of
      Foreign Exchange, or SAFE, effect payment from their foreign exchange account
      or
      convert and pay at the designated foreign exchange banks by providing valid
      receipts and proofs.




Convertibility
      of
      foreign exchange in respect of capital account items, such as direct investment
      and capital contribution, is still subject to certain restrictions, and prior
      approval from the SAFE or its relevant branches must be sought.




We
      are a FIE
      to which the Foreign Exchange Control Regulations are applicable. There can
      be
      no assurance that we will be able to obtain sufficient foreign exchange to
      pay
      dividends or satisfy other foreign exchange requirements in the
      future.




Since
      1994, the exchange rate for Renminbi against the United States dollars has
      remained relatively stable, most of the time in the region of approximately
      RMB8.28 to US$1.00. However, in 2005, the Chinese government announced that
      would begin pegging the exchange rate of the Chinese Renminbi against a number
      of currencies, rather than just the U.S. dollar. As our operations are primarily
      in China, any significant revaluation of the Chinese Renminbi may materially
      and
      adversely affect our cash flows, revenues and financial condition. For example,
      to the extent that we need to convert United States dollars into Chinese
      Renminbi for our operations, appreciation of this currency against the United
      States dollar could have a material adverse effect on our business, financial
      condition and results of operations. Conversely, if we decide to convert Chinese
      Renminbi into United States dollars for other business purposes and the United
      States dollar appreciates against this currency, the United States dollar
      equivalent of the Chinese Renminbi we convert would be reduced.




12
 *Table
          of Contents*





***Governmental
      regulatory and policy risks***




We
      must
      follow various government regulations and in particular, the PRC State Food
      and
      Drug Administration (“SFDA”) regulations. Government regulations may have
      material impact on our operations, increase costs and could prevent or delay
      our
      licensing, manufacturing and selling our products. Our research, development,
      testing, manufacturing and marketing activities are subject to various
      governmental regulations in China, including health and drug regulations.
      Government regulations, among other things, cover the inspection of and controls
      over testing, manufacturing, safety and environmental considerations, efficacy,
      labeling, advertising, promotion, record keeping and sale and distribution
      of
      pharmaceutical products. We will not be able to license, manufacture, sell
      and
      distribute the vast majority of its products without a proper approval from
      government agencies and in particular the SFDA. There is no assurance that
      we
      will obtain such approvals.




In
      addition, delays or rejections may be encountered based upon additional
      government regulation from future legislation, administrative action or changes
      in governmental policy and interpretation during the period of product
      development and product assessment. Although we have, so far, obtained the
      marketing rights for selling some of our products in China, we may not continue
      to receive and maintain regulatory approvals for the sales of these products.
      Our marketing activities are also subject to government regulations with respect
      to the prices that we intend to charge or any other marketing and promotional
      related activities. Government regulations may substantially increase our costs
      for developing, licensing, manufacturing and selling products, impacting
      negatively on our operation, revenue, income and cash flow.





***There
      could be changes in government regulations towards the pharmaceutical Industries
      that may adversely affect our business.***





The
      manufacture and sale of pharmaceutical products in the PRC is heavily regulated
      by many state, provincial and local authorities. These regulations significantly
      increased the difficulty and costs involved in obtaining and maintaining
      regulatory approvals for marketing new and existing products. Our future growth
      and profitability depend to a large extent on our ability to obtain regulatory
      approvals.





The
      State
      Food and Drug Administration of China recently implemented new guidelines for
      licensing of pharmaceutical products. All existing manufacturers with licenses,
      which are currently valid under the previous guidelines, are required to apply
      for the Good Manufacturing Practices ("GMP") certifications by June 30, 2004,
      and to receive approvals by December 31, 2004. We have received our
      certifications. However, should we fail to receive or maintain the GMP
      certifications under the new guidelines in the future, our businesses would
      be
      materially and adversely affected.




Moreover,
      the laws and regulations regarding acquisitions of the pharmaceutical industry
      in the PRC may also change and may significantly impact our ability to grow
      through acquisitions.




13
 *Table
          of Contents*




**Item 2.
      Description of Property.**





Self-owned
      property





Our
      main
      office is located at 343 Sui Zhou Zhong Road, Sui Ning, Si Chuan Province,
      People’s Republic of China, which is owned by us and has a total area of 1,775
      square feet. This space is adequate for our present and planned future
      operations. No other businesses operate from this office.





We
      also
      have a self-owned five-story building in the City of Cheng Du, China, total
      area
      of which is approximately 13,934 square feet. We allocated our sales and R&D
      departments to this location due to the convenient transportation. We purchased
      this building from a related party and the application of title transfer was
      in
      processing.





There
      is
      no private ownership of land in China; all land ownership is held by the
      government of China, its agencies and collectives. Land use rights are obtained
      from government for periods ranging from 50 to 70 years, and are typically
      renewable. Land use rights can be transferred upon approval by the land
      administrative authorities of China (State Land Administration Bureau) upon
      payment of the required transfer fee.




Leased
      property




We
      lease
      our warehouse of approximately 2,600 square feet for approximately $1,478 per
      year, which expires March 14, 2007. The lease is renewed every year
      automatically at the expiration date if no disagreements between the landlord
      and us. We lease farm land of approximately 861,112 square feet from a
      cooperative of farmers with a total lease payment of $71,005, or $6,455 per
      year. The lease expires in December 2017.




**Item 3.
      Legal Proceedings.**




As
      of the
      date of this report, we are not a party to any pending legal proceeding and
      are
      not aware of any threatened legal proceeding.




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




None.




**PART
      II**




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




***Trading
      Market for Common Equity***




Our
      Class
      A common stock, $.01 par value, began trading on the OTC Bulletin Board
      (“OTCBB”) on June 22, 2004 under the symbol “VCDY.OB”. The following table sets
      forth the high and low bid prices posted on the OTC Bulletin Board for our
      Class
      A Common Stock for the years ended December 31, 2006 and 2005. The
      quotations reflect inter-dealer prices, without retail mark-up, mark-down or
      commission, and may not represent actual transactions.




14
 *Table
          of Contents*




**Year
                Ended December 31, 2005:**
            
            **High**
            
            **Low**3/31/2005
            
            $
            0.61
            
            $
            0.506/30/2005
            
            $
            1.89
            
            $
            1.209/30/2005
            
            $
            1.11
            
            $
            0.9412/31/2005
            
            $
            1.33
            
            $
            .99**Year
                Ended December 31, 2006:**
            
            
            **High**
            
            
            **Low**3/31/2006
            
            $
            1.44
            
            $
            1.226/30/2006
            
            $
            1.55
            
            $
            1.449/30/2006
            
            $
            0.88
            
            $
            0.8812/31/2006
            
            $
            0.44
            
            $
            0.44**Year
                Ended December 31, 2007:**
            
            
            **High**
            
            
            **Low**3/31/2007
            
            $
            0.69
            
            $
            0.55





On
      January 26, 2007, there was a 1 for 11.1 reverse split effected.





***Dividends***





We
      have
      not declared or paid any cash dividends on our Common Stock since our formation,
      and do not presently anticipate paying any cash dividends on our Common Stock
      in
      the foreseeable future. We currently intend to retain any future earnings to
      finance the expansion and development of our business. The future payment of
      cash dividends on the Common Stock will depend on our earnings, capital
      requirements and financial position, applicable requirements of the Delaware
      General Corporation Law, general economic conditions and other factors
      considered relevant by our board of directors.





There
      are
      no contractual restrictions on our ability to declare and pay
      dividends.




***Number
      of Holders***




As
      of
      April 11, 2007, we had 5,204 Common shareholders of record.





***Securities
      Authorized for Issuance Under Equity Compensation
      Plans***




As
      of the
      date of this Report, we have not authorized any equity compensation plan, nor
      has our Board of Directors authorized the reservation or issuance of any
      securities under any equity compensation plan.




***Recent
      Sales of Unregistered Securities; Use of Proceeds from Registered
      Securities***





(a)
            
            On
                July 10, 2006, we consummated a private sale of 718,651 (post-split)
                shares of our restricted Class A Common Stock and 2,000 new shares
                of
                Class B Common Stock to Ms. Deng, Shu Lan in exchange for a payment
                of
                $264,000 in cash.(b)
            
            On
                October 1, 2006, we issued the Yin Fa Shareholders 30,000,000 (post-split)
                shares of our Class A Common Stock in exchange for all of the shares
                of
                capital stock of Yin Fa owned by the Yin Fa shareholders, pursuant
                to Plan
                of Exchange, dated June 13, 2006.




The
      foregoing transactions were private transactions not involving a public offering
      and were exempt from registration provisions of the Securities Act of 1933,
      as
      amended, or the “Act”, pursuant to Section 4(2) thereof. The sale of the
      securities was without the use of an underwriter, and the certificates
      representing the shares of common stock bear a restrictive legend permitting
      transfer only upon registration or under an exemption from registration under
      the Act.




15
 *Table
          of Contents*





***Purchases
      of Equity Securities by the Small Business Issuer and Affiliated
      Purchasers***





(a)
            
            On
                August 22, 2006, Arie Hinkis, our former president, returned 744
                shares of
                Class B Common Stock against payment of
                $74,000.




***Transfer
      Agent***




Our
      transfer agent is Guardian Registrar & Transfer, Inc. located at 7951 SW 6th
      Street, Suite 216, Plantation, Florida 33324.




**Item 6.
      Management’s Discussion and Analysis or Plan of Operation.**




FORWARD
      LOOKING STATEMENTS




Certain
      statements in this report, including statements of our expectations, intentions,
      plans and beliefs, including those contained in or implied by "Management's
      Discussion and Analysis" and the Notes to Consolidated Financial Statements,
      are
      "forward-looking statements", within the meaning of Section 21E of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
      subject to certain events, risks and uncertainties that may be outside our
      control. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”,
“will”, and similar expressions identify forward-looking statements. Readers are
      cautioned not to place undue reliance on these forward-looking statements,
      which
      speak only as of the date on which they are made. We undertake no obligation
      to
      update or revise any forward-looking statements. These forward-looking
      statements include statements of management's plans and objectives for our
      future operations and statements of future economic performance, information
      regarding our expansion and possible results from expansion, our expected
      growth, our capital budget and future capital requirements, the availability
      of
      funds and our ability to meet future capital needs, the realization of our
      deferred tax assets, and the assumptions described in this report underlying
      such forward-looking statements. Actual results and developments could differ
      materially from those expressed in or implied by such statements due to a number
      of factors, including, without limitation, those described in the context of
      such forward-looking statements, our expansion and acquisition strategy, our
      ability to achieve operating efficiencies, our dependence on network
      infrastructure, capacity, telecommunications carriers and other suppliers,
      industry pricing and technology trends, evolving industry standards, domestic
      and international regulatory matters, general economic and business conditions,
      the strength and financial resources of our competitors, our ability to find
      and
      retain skilled personnel, the political and economic climate in which we conduct
      operations and the risk factors described from time to time in our other
      documents and reports filed with the Securities and Exchange Commission (the
      "Commission"). Additional factors that could cause actual results to differ
      materially from the forward-looking statements include, but are not limited
      to:
      1) our ability to successfully develop, manufacture and deliver DAR and related
      products on a timely basis and in the prescribed condition; 2) our ability
      to
      compete effectively with other companies in the same industry; 3) our ability
      to
      raise sufficient capital in order to effectuate our business plan; and 4) our
      ability to retain our key executives.





CRITICAL
      ACCOUNTING POLICIES





**Revenue
      recognition**





Revenue
      is recognized at the time the product is delivered and title has passed to
      the
      customer. Cash discounts are recognized as an expense in the period in which
      it
      actually occurs. Sales allowances are recorded as a reduction of revenue in
      the
      period in which they occur. Revenue is presented net of returns.





**Inventory**





Inventory
      includes raw material, package material, low-value consumables and merchandise.
      We adopt perpetual inventory system and inventories are recorded at actual
      cost.
      Raw material, package material and merchandise are priced at cost upon
      acquisition, and with the weighted average method upon issuance and shipment.
      Low-value consumables are amortized at 50% of the amount upon application and
      amortized an additional 50% upon obsolescence.




16
 *Table
          of Contents*





**Property,
      Plant, and Equipment**





Property,
      plant, and equipment are recorded at cost, less accumulated depreciation and
      impairment. Repairs and maintenance expenditures, which are not considered
      improvements and do not extend the useful life of property, plant, and
      equipment, are expensed as incurred. The cost and related accumulated
      depreciation, applicable to sold or no longer in service property, plant, and
      equipment, are eliminated from the accounts and any gain or loss is included
      in
      the statement of operations.





Depreciation
      is calculated to write-off the cost or basis of the property, plant, and
      equipment over their estimated useful lives for the date on which they become
      fully operational and after taking into account their estimated residual values
      (salvage value), using the straight-line method, at the following rates per
      year:





Equipment  Straight-line
      for 5 to 20 years with a 3% salvage value


Building  Straight-line
      for 20 years with a 5% salvage value





We
      recognize an impairment loss on property, plant, and equipment when evidence,
      such as the sum of expected future cash flows (undiscounted and without interest
      charges), indicates that future operations will not produce sufficient revenue
      to cover the related future costs, including depreciation, and when the carrying
      amount of the asset cannot be realized through sale. Measurement of the
      impairment loss is based on the fair value of the assets.





**RESULTS
      OF OPERATIONS**





The
      following discussion should be read in conjunction with the financial statements
      included in this report and is qualified in its entirety by the
      foregoing.




Revenues




Gross
      revenues were $1,038,528 and $15,863 for the years ended December 31, 2006
      and
      2005. The sales revenues were due primarily to sales of DAR. We recognized
      revenue at the time the product was delivered and title had passed to the
      customer. Cash discounts were recognized as an expense in the period in which
      it
      actually occurred. Sales allowances were recorded as a reduction of revenue
      in
      the period in which they occurred. Revenue was presented net of returns. Our
      sales arrangements were not subject to warranty. We did not record any product
      returns for the years ended December 31, 2006. We had minimal sales revenue
      in
      2005 due to the process of GAP authentication. The increase in revenue during
      2006 was the result of implementing our business plan.





Income
      / Loss




We
      had
      net loss of $155,233 and $7,755 for the years ended December 31, 2006 and 2005,
      respectively, primarily attributable to the high cost of goods sold resulting
      from initial production of our products, and non-cash consulting expenses of
      $348,211 for the year ended December 31, 2006. The non-cash consulting expenses
      were the result of the issuance of 6,500,000 shares of common stock for services
      in connection with general management consulting and advisory services
      including, but not limited to, the following:




-
            Advise
                on matters relating to the structure, management, and operation of
                the
                Company and its subsidiaries;-
            The
                preparation and implementation of a new business plan and a future
                growth
                strategy;-
            Our
                corporate image design;-
            Advertisements-
            Assistance
                in technology development for DAR
                products


-
            Advise
                on procedures, regulations, and compliance of a public listed
                company;


-
            Legal
                advise on procedures, regulations, and compliance in
                China;-
            Assistance
                with preparation of applicable filings with the SEC;


-
            Assistance
                with preparation of financial statements;-
            EDGAR
                services




17
 *Table
          of Contents*




The
      shares were valued based on the market price on the date of the stock grant
      or
      the specific terms of the applicable consulting agreements and booked pro rata
      due to the service periods, which was completed as of December 31, 2006.





We
      expect
      to incur losses from operations during fiscal year 2007. There can be no
      assurance that we will achieve or maintain profitability, or that any revenue
      growth will take place in the future.





Expenses




Operating
      expenses for the years ended December 31, 2006 and 2005 were $775,148 and
      $8,273, respectively. The high operating expenses during 2006 were due primarily
      to accrued Selling, General and Administrative expenses of $721,465, of which
      $348,211 in connection with the non-cash consulting expenses resulting from
      the
      issuance of 6,500,000 shares of common stock for services in connection with
      general management consulting and advisory services. The shares were valued
      based on the market price on the date of the stock grant or the specific terms
      of the applicable consulting agreements and booked pro rata due to the service
      periods, which was completed as of December 31, 2006.


Cost
      of Sales




Cost
      of sales
      includes expenses directly related to the manufacturing and selling our
      products. Product delivery and direct labor would be examples of cost of sales
      items. During 2006, we had $769,852 in cost of sales, which was approximately
      74% of sales revenues. The cost of sales as a percentage of sales was high
      during 2006 due to purchasing some of our ingredients through third parties
      resulting in small price markups. These markups typically range between 5-10%.
      We expect to lower the cost of sales by increasing the output of DAR. We had
      minimal operation in 2005 due to the process of GAP authentication, resulting
      in
      low cost of sales, which was $15,345 during 2005.





Impact
      of Inflation




We
      believe
      that inflation has had a negligible effect on operations during this period.
      We
      believe that we can offset inflationary increases in the cost of sales by
      increasing sales and improving operating efficiencies.





Liquidity
      and Capital Resources




Cash
      flows
      used in operating activities were $108,555 for the year ended December 31,
      2006,
      compared to cash flows used in operating activities were $48,854 for the year
      ended December 31, 2005. Negative cash flows from operations in 2006 were due
      primarily to the increase in accounts receivable by $382,763 and prepaid
      expenses by $351,342, partially offset by the increase in accounts payable
      by
      $646,512 in this period.




Cash
      flows
      used in investing activities were $325,510 for the year ended December 31,
      2006,
      which were due primarily to the acquisition of net liabilities in connection
      with share exchange, and the purchase of property and equipment of $586,508
      in
      2006. Cash flows used in investing activities were $56,350 for the year ended
      December 31, 2005, which were attributable to the purchase of property and
      equipment in the period.




Cash
      flows
      provided by financing activities were $589,472 for the year ended December
      31,
      2006, which included long-term loans of $386,666, which are secured, interest
      bearing and repayable over 12 months, offset by the payment of $74,000 in
      connection with the retirement of 744 shares of Class B Common Stock.
      Additionally, we infused $264,000 of capital contributions in connection with
      the Plan of Exchange in 2006. Cash flow provided by financing activities were
      $69,817 for the year ended December 31, 2005 due primarily to the issuance
      of
      short-term note of $81,201, offset by the repayment of $11,384 in the
      period.




18
 *Table
          of Contents*




We
      project
      that we will need additional capital to fund operations over the next 12 months.
      We anticipate we will need an additional $250,000 in working capital during
      2007
      and $100,000 for the two years thereafter.




Overall,
      we
      have funded our cash needs from inception through December 31, 2006 with a
      series of debt and equity transactions, primarily with related parties. If
      we
      are unable to receive additional cash from our related parties, we may need
      to
      rely on financing from outside sources through debt or equity transactions.
      Our
      related parties are under no legal obligation to provide us with capital
      infusions. Failure to obtain such financing could have a material adverse effect
      on operations and financial condition.




We
      had cash
      of $179,868 on hand and a working capital of $22,941 as of December 31, 2006.
      Currently, we have enough cash to fund our operations for about six months.
      This
      is based on current cash flows from financing activities and projected revenues.
      Also, if the projected revenues fall short of needed capital we may not be
      able
      to sustain our capital needs. We will then need to obtain additional capital
      through equity or debt financing to sustain operations for an additional year.
      Our current level of operations would require capital of approximately $250,000
      to sustain operations through year 2007 and approximately $100,000 per year
      thereafter. Modifications to our business plans may require additional capital
      for us to operate. For example, if we are unable to raise additional capital
      in
      the future we may need to curtail our number of product offers or limit our
      marketing efforts to the most profitable geographical areas. This may result
      in
      lower revenues and market share for us. In addition, there can be no assurance
      that additional capital will be available to us when needed or available on
      terms favorable to us.




On
      a
      long-term basis, liquidity is dependent on continuation and expansion of
      operations, receipt of revenues, and additional infusions of capital and debt
      financing. Our current capital and revenues are insufficient to fund such
      expansion. If we choose to launch such an expansion campaign, we will require
      substantially more capital. The funds raised from this offering will also be
      used to market our products and services as well as expand operations and
      contribute to working capital. However, there can be no assurance that we will
      be able to obtain additional equity or debt financing in the future, if at
      all.
      If we are unable to raise additional capital, our growth potential will be
      adversely affected and we will have to significantly modify our plans. For
      example, if we unable to raise sufficient capital to develop our business plan,
      we may need to:





ཙ
            Curtail
                new product launches





ཙ
            Limit
                our future marketing efforts to areas that we believe would be the
                most
                profitable.




Demand
      for
      the products and services will be dependent on, among other things, market
      acceptance of our products, Chinese tradition medicine market in general, and
      general economic conditions, which are cyclical in nature. Inasmuch as a major
      portion of our activities is the receipt of revenues from the sales of our
      products, our business operations may be adversely affected by our competitors
      and prolonged recession periods.




Our
      success
      will be dependent upon implementing our plan of operations and the risks
      associated with our business plans. We manage the processing and DAR
      distribution business to retail consumers and wholesale buyers. We plan to
      strengthen our position in these markets. We also plan to expand our operations
      through aggressively marketing our products and our concept. ****




19
 *Table
          of Contents*




**Item 7.
      Financial Statements.**




The
      consolidated financial statements include the accounts of Yin Fa, our wholly
      owned subsidiary. The following selected financial data for the years ended
      December 31, 2006 and 2005 is derived from our consolidated financial
      statements, and should be read in conjunction with the consolidated financial
      statements and related notes presented as a separate section commencing on
      page
      F-1.




**December 31,****2006**
            
            **2005*****Balance
                Sheet***Total
                Assets
            
            
            1,649,617
            
            
            633,774Total
                Liabilities
            
            
            1,295,742
            
            
            718,001Total
                Stockholders’ Equity
            
            
            353,875
            
            
            (84,227
            )Total
                Liabilities and Stockholders’ Equity
            
            
            1,649,617
            
            
            633,774***Statements
                of Operations***
            
            **For
                years ended****December 31,****2006**
            
            
            **2005**Revenue
            
            
            1,038,528
            
            
            15,863Operating
                Expenses
            
            
            775,148
            
            
            8,273Other
                Income
            
            
            205,777
            
            
            -Net
                Loss
            
            
            (155,233
            )
            
            (7,755
            )Net
                Loss per Common Share
            
            
            0.01
            
            
            **Weighted
                Average Common Shares Outstanding
            
            
            18,204,056
            
            
            10,742,977




**
      Less
      than $.01




20
 *Table
          of Contents*


REPORT
        OF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
  To
        the
        Board of Directors and
  Stockholders
        of Voice Diary Inc.
  We
        have
        audited the accompanying balance sheet of Voice Diary Inc. and Subsidiary
        (a
        Delaware corporation). as of December 31, 2006 and related statements of
        operations, stockholders’ deficit, and cash flows for the year ending December
        31, 2006. These financial statements are the responsibility of the company’s
        management. Our responsibility is to express an opinion on these financial
        statements based on our audit. The financial statements of Voice Diary Inc.
        and
        Subsidiary as of December 31, 2005, were audited by other auditors whose
        report
        dated June
        5,
        2006 ,
        expressed an unqualified opinion on those statements.
  We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. The company is not required
        to
        have, nor were we engaged to perform, an audit of its internal control over
        financial reporting. Our audit included consideration of internal control
        over
        financial reporting as a basis for designing audit procedures that are
        appropriate in the circumstances, but not for the purpose of expressing an
        opinion on the effectiveness of the company’s internal control over financial
        reporting. Accordingly, we express no such opinion. An audit also includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements, assessing the accounting principles used and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audits provide a
        reasonable basis for our opinion.
  In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Voice Diary Inc. and Subsidiary.
        (a
        Delaware corporation). as of December 31, 2006 and the results of its operations
        and its cash flows for years ended December 31, 2006 in conformity with
        accounting principles generally accepted in the United States of
        America.
  The
        accompanying financial statements have been prepared assuming the Company
        will
        continue as a going concern. The Company has suffered recurring losses and
        has
        yet to generate an internal cash flow that raises substantial doubt about
        its
        ability to continue as a going concern. Management's plans in regard to these
        matters are described in Note J. The financial statements do not include
        any
        adjustments that might result from the outcome of this uncertainty.
   /s/
        LAKE & ASSOCIATES CPA’S LLC
 LAKE
        & ASSOCIATES CPA’S LLC
  BOCA
        RATON FLORIDA
  March
        31,
        2007
  F-1
 *Table
            of Contents*


**Voice
                  Diary, Inc and Subsidiary****Consolidated
                  Balance Sheets****As
                  of December 31, 2006****ASSETS****CURRENT
                  ASSETS**Cash
                  and Cash Equivalents
              
              $
              179,868Accounts
                  Receivable
              
              
              388,079Note
                  Receivable-related party
              
              
              192,093Prepaid
                  Expenses
              
              
              351,343Inventory
              
              
              6,104TOTAL
                  CURRENT ASSETS
              
              
              1,117,487**FIXED
                  ASSETS**Property,
                  Plant, and Equipment
              
              
              586,508Accumulated
                  Depreciation
              
              
              (54,379
              )TOTAL
                  NET FIXED ASSETS
              
              
              532,129**TOTAL
                  ASSETS**
              
              $
              1,649,617**LIABILITIES
                  AND EQUITY****CURRENT
                  LIABILITIES**Accounts
                  Payable and Accrued Liabilities
              
              $
              893,208Other
                  Payables
              
              
              12,806Taxes
                  Payable
              
              
              3,061Notes
                  Payable - Current Portion
              
              
              185,471TOTAL
                  CURRENT LIABILITIES
              
              
              1,094,546**LONG-TERM
                  LIABILITIES**Notes
                  Payable
              
              
              201,196TOTAL
                  LONG-TERM LIABILITIES
              
              
              201,196**TOTAL
                  LIABILITIES**
              
              
              1,295,742**STOCKHOLDERS'
                  EQUITY (DEFICIT)**Common
                  Stock Class A ( 500,000,000 shares authorized,31,801,802
                  issued and outstanding, par value $0.01)
              
              
              318,018Common
                  Stock Class B ( 8,344 shares authorized,2,000
                  issued and outstanding, par value $0.01)
              
              
              20Additional
                  Paid in Capital
              
              
              3,169,840Accumulated
                  Other Comprehensive Income
              
              
              15,292Retained
                  Earnings (Deficit)
              
              
              (3,149,295
              )TOTAL
                  STOCKHOLDERS' EQUITY (DEFICIT)
              
              
              353,875**TOTAL
                  LIABILITIES AND EQUITY**
              
              $
              1,649,617The
                  accompanying notes are an integral part of these financial
                  statements.




F-2
 *Table
          of Contents*


**Voice
                  Diary, Inc and Subsidiary****Consolidated
                  Statement of Operations****For
                  the Years Ended December 31, 2006 and 2005**2006
              
              2005**REVENUES**Sales
              
              $
              1,038,528
              
              $
              15,863Cost
                  of Sales
              
              
              769,852
              
              
              15,345GROSS
                  PROFIT
              
              
              268,676
              
              
              518**OPERATING
                  EXPENSES**Selling,
                  General, and Administrative
              
              
              721,465
              
              
              86Interest
                  Expense
              
              
              25,081
              
              
              7,253Distribution
                  Costs
              
              
              28,602
              
              
              934TOTAL
                  OPERATING EXPENSES
              
              
              775,148
              
              
              8,273OPERATING
                  INCOME (LOSS)
              
              
              (506,472
              )
              
              (7,755
              )**OTHER
                  INCOME / (EXPENSES)**Non-Operating
                  Expenses
              
              
              (1,241
              )
              
              -Government
                  Grants
              
              
              207,018
              
              
              -TOTAL
                  OTHER INCOME / (EXPENSE)
              
              
              205,777
              
              
              -NET
                  INCOME (LOSS) BEFORE TAXES
              
              
              (300,695
              )
              
              (7,755
              )INCOME
                  TAX EXPENSE
              
              
              2,999
              
              
              -NET
                  INCOME (LOSS) FROM CONTINUED OPERATIONS
              
              
              (303,694
              )
              
              (7,755
              )INCOME
                  FROM DISCONTINUED OPERATIONS
              
              
              148,461
              
              
              -**NET
                  INCOME (LOSS)**
              
              
              (155,233
              )
              $
              (7,755
              )**OTHER
                  COMPREHENSIVE INCOME (LOSS)**Foreign
                  Currency Translation (Loss) Gain
              
              
              14,306
              
              
              986**COMPREHENSIVE
                  INCOME (LOSS)**
              
              $
              (140,927
              )
              
              (6,769
              )**WEIGHTED
                  AVERAGE COMMON SHARES OUTSTANDING**Basic
                  and Fully Diluted
              
              
              18,204,056
              
              
              10,742,977**NET
                  LOSS PER COMMON SHARE**
              
              
              **
              
              
              ****
                  Less than $.01The
                  accompanying notes are an integral part of these financial
                  statements.




F-3
 *Table
          of Contents*


**Voice
                  Diary, Inc and Subsidiary****Consolidated
                  Statement of Cash Flows****For
                  the Years Ended December 31, 2006 and 2005**2006
              
              2005**CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  Income after income tax
              
              $
              (155,233
              )
              $
              (7,755
              )Adjustments
                  to reconcile net income tonet
                  cash used in operating activities:Non-cash
                  adjustment for retained earnings due to reverse
                  merger
              
              
              80,325
              
              
              -Waiver
                  of subscription receivable
              
              
              10,000
              
              
              -Depreciation
              
              
              54,379
              
              
              26,632Accounts
                  receivable
              
              
              (382,763
              )
              
              122,136Prepaid
                  Expenses
              
              
              (351,342
              )Inventory
              
              
              (6,104
              )
              
              (57,827
              )Accounts
                  payable and accrued liabilities
              
              
              646,512
              
              
              (131,657
              )Other
                  payable
              
              
              (7,389
              )
              
              -Tax
                  payable
              
              
              3,060
              
              
              (383
              )NET
                  CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
              
              
              (108,555
              )
              
              (48,854
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES:**Issuance
                  of Note Receivable
              
              
              (192,093
              )
              
              -Reverse
                  merger with Yin Fa
              
              
              453,091
              
              
              -Purchase
                  of property, plant, and equipment
              
              
              (586,508
              )
              
              (56,350
              )NET
                  CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
              
              
              (325,510
              )
              
              (56,350
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                  from issuance of short-term note
              
              
              12,806
              
              
              81,201Retirement
                  of common stock
              
              
              (74,000
              )
              
              -Proceeds
                  from issuance of common stock
              
              
              264,000
              
              
              -Note
                  Payable from Related Party for Purchase of Property
              
              
              386,666
              
              
              (11,384
              )NET
                  CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              589,472
              
              
              69,817FOREIGN
                  CURRENCY TRANSLATION
              
              
              14,306
              
              
              986NET
                  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
              
              
              169,713
              
              
              (34,401
              )**CASH
                  AND CASH EQUIVALENTS:**Beginning
                  of period
              
              
              10,155
              
              
              44,556End
                  of period
              
              $
              179,868
              
              $
              10,155The
                  accompanying notes are an integral part of these financial
                  statements.




F-4
 *Table
          of Contents*


**Voice
                  Diary, Inc and Subsidiary****Consolidated
                  Statement of Equity (Deficit)****For
                  the Years Ended December 31, 2006 and 2005**AccumulatedCommon
                  Stock
              
              Additional
              
              
              
              Retained
              
              OtherClass
                  A
              
              par
                  value
              
              Class
                  B
              
              par
                  value
              
              Paid-in
              
              Subscription
              
              Earnings
              
              ComprehensiveShares
              
              0.01
              
              Shares
              
              0.01
              
              Capital
              
              receivable
              
              (Deficit)
              
              Income
              
              TotalBalances,
                  January 1, 2005
              
              
              10,022,977
              
              
              100,230
              
              
              744
              
              $
              7
              
              $
              2,552,374
              
              $
              (5,657
              )
              $
              (3,220,593
              )
              $
              -
              
              $
              (573,639
              )Exercise
                  of options for services
              
              
              1,000,000
              
              
              10,000
              
              
              
              
              
              -
              
              
              80,800
              
              
              (10,000
              )
              
              
              
              
              
              
              
              80,800Subscription
                  Receivables
              
              
              
              
              
              0
              
              
              
              
              
              -
              
              
              
              
              
              3,821
              
              
              
              
              
              
              
              
              3,821Waiver
                  of subscription receivable
              
              
              
              
              
              0
              
              
              
              
              
              -
              
              
              
              
              
              1,836
              
              
              
              
              
              
              
              
              1,836Warrants
                  exercised against debt
              
              
              1,000,000
              
              
              10,000
              
              
              
              
              
              -
              
              
              91,377
              
              
              
              
              
              
              
              
              
              
              
              101,377Net
                  Income(Loss) for the year
              
              
              
              
              
              0
              
              
              
              
              
              
              
              
              -
              
              
              
              
              
              147,192
              
              
              
              
              
              147,192Balances,
                  December 31, 2005
              
              
              12,022,977
              
              
              120,230
              
              
              744
              
              
              7
              
              $
              2,724,551
              
              $
              (10,000
              )
              $
              (3,073,401
              )
              $
              -
              
              $
              (238,613
              )Waiver
                  of subscription receivables
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              10,000
              
              
              
              
              
              
              
              
              10,000Issuance
                  in connection with reverse merger-Yin Fa
              
              
              7,977,023
              
              
              79,770
              
              
              2,000
              
              
              20
              
              
              184,210
              
              
              
              
              
              
              
              
              
              
              
              264,000Retired
                  to treasury
              
              
              
              
              
              
              
              
              (744
              )
              
              (7
              )
              
              (73,994
              )
              
              
              
              
              
              
              
              
              
              
              (74,001
              )Reverse
                  merger with Yin Fa
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              453,091
              
              
              
              
              
              79,339
              
              
              986
              
              
              533,416Effect
                  of 11.1:1 reverse split
              
              
              (18,198,198
              )
              
              (181,982
              )
              
              
              
              
              
              
              
              181,982
              
              
              
              
              
              
              
              
              
              
              
              0Issuance
                  in connection with reverse merger-Yin Fa
              
              
              30,000,000
              
              
              300,000
              
              
              -
              
              
              -
              
              
              (300,000
              )
              
              
              
              
              
              
              
              
              
              
              -Net
                  Income(Loss) for the year
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (155,233
              )
              
              
              
              
              (155,233
              )Other
                  comprehensive income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              14,306
              
              
              14,306Balances,
                  December 31, 2006
              
              
              31,801,802
              
              
              318,018
              
              
              2,000
              
              $
              20
              
              $
              3,169,840
              
              $
              -
              
              $
              (3,149,295
              )
              $
              15,292
              
              $
              353,875The
                  accompanying notes are an integral part of these financial
                  statements.




F-5
 *Table
          of Contents*


VOICE
        DIARY, INC. AND SUBSIDAIRY
 NOTES
        TO
        AUDITED FINANCIAL STATEMENTS
 For
        the
        Years Ended December 31, 2006 and 2005
 
  **NOTE
        A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Business
        Activity
 Voice
        Diary Inc. (the “Company” or “VDYI”) was incorporated in the State of Delaware
        on February 26, 2002. In June and July 2002, the Company acquired approximately
        99% of the outstanding shares of Voice Diary Ltd., an Israeli corporation
        (“VDL”), through the exchange of shares of the Company with former shareholders
        of the Subsidiary. VDL was disposed on August 22, 2006 pursuant to the agreement
        between the Company, VDL and Arie Hinkis, the former president of the
        Company.
 
 Suining
        Yingfa DAR Industry Company Limited was founded on April 24, 2001 in China.
        The
        main business scope includes the manufacturing, processing, and sales of
        Dahurian Angelica Root (DAR) and its related products. DAR is one of the
        major
        herbs used in Chinese traditional medicines. In 2004 and 2005, the company
        and
        Sichuan Yingfa Resource Development Co., Ltd., (Sichuan) began the process
        of
        applying for Good Agricultural Practice of Medical Plants and Animals (GAP)
        for
        DAR. The project passed the inspection of the State Food and Drug Administration
        (SFDA), and the SFDA made the final, official announcement on February 26,
        2006.
        A GAP certificate means that the planning, quality, and manufacturing of
        DAR
        meet a high and certifiable standard. The GAP certificate is in the name
        of
        Sichuan and the company manages the processing and sales of DAR.
 
 On
        June
        13, 2006, VDYI (“acquiree”) executed a Plan of Exchange with Sui Ning Shi Yin Fa
        Bai Zhi Chan Ye You Xian Gong Si, a corporation organized and existing under
        the
        laws of the Peoples’ Republic of China (“Yin Fa” or ‘acquirer”), the
        shareholders of Yin Fa (the “Yin Fa Shareholders”) and the Majority Shareholder
        of the VDYI, pursuant to which six simultaneous transactions were consummated
        at
        closing, as follows: (1) settling the liabilities of VDYI, (2) 7,977,023
        (pre-split) new shares of Class A Common Stock and 2,000 new shares of Class
        B
        Common Stock are deposited into the account of Escrow Agent via hand delivery
        by
        Mr. Hinkis in exchange for a payment of $264,000 in cash , (3) 1,305,000
        (pre-split) shares of Class A Common Stock are deposited into the account
        of
        Escrow Agent via hand delivery by Mr. Hinkis in exchange for a payment of
        $136,000 in cash, and (4) the issuance of the new 30,000,000 (post-split)
        investment shares of Class A Common Stock of the Registrant to the Yin Fa
        shareholders pursuant to Regulation S under the Securities Act of 1933, as
        amended, in exchange for all of their shares of registered capital of Yin
        Fa,
        which should take no longer than 60 days (5) vending out the VDYI subsidiary
        after closing, and (6) retiring to the treasury the 744 shares of Class B
        Common
        Stock owned Mr. Hinkis at closing against payment of $74,000 and settlement
        of
        all unpaid salaries and severance pay to Mr. Hinkis in the amount of $100,000,
        both amounts will be taken from the payment made to VDYI for the issued shares.
        On August 22, 2006, VDYI consummated the Plan of Exchange with Yin Fa. As
        a
        result of the Plan of Exchange, Yin Fa will become a wholly-owned subsidiary
        of
        VDYI. The transaction was treated for accounting purposes as a capital
        transaction and recapitalization by the accounting acquirer and as a
        re-organization by the accounting acquiree.
 
 Accordingly,
        the consolidated financial statements include the following:
  F-6
 *Table
            of Contents*
 VOICE
          DIARY, INC. AND SUBSIDAIRY
 NOTES
          TO
          AUDITED FINANCIAL STATEMENTS
 For
          the
          Years Ended December 31, 2006 and 2005
 **NOTE
        A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONT’D)**
 
 Business
        Activity (cont’d)
  (1)
              The
                  balance sheet consists of the net assets of the acquirer at historical
                  cost and the net assets of the acquiree at historical
                  cost.(2)
              The
                  statement of operations includes the operations of the acquirer
                  for the
                  periods presented and the operations of the acquiree from the date
                  of the
                  merger.
  VDYI
        and
        its wholly owned subsidiary Yin Fa are hereafter referred to as (the
“Company”).
 
 Basis
        of Presentation
 The
        financial statements included herein were prepared under the accrual basis
        of
        accounting.
 
 Cash
        and Cash Equivalents
 For
        purposes of the Consolidated Statement of Cash Flows, the Company considers
        liquid investments with an original maturity of three months or less to be
        cash
        equivalents.
 
 Management’s
        Use of Estimates
 The
        preparation of consolidated financial statements in conformity with accounting
        principles generally accepted in the United States of America requires
        management to make estimates and assumptions that affect the reported amounts
        of
        assets and liabilities and disclosures of contingent assets and liabilities
        at
        the date of consolidated financial statements and the reported amounts of
        revenues and expenses during the reporting period. Actual results could differ
        from those estimates.
 
 Revenue
        Recognition
 Revenue
        is recognized at the time the product is delivered and title has passed to
        the
        customer. Cash discounts are recognized as an expense in the period in which
        it
        actually occurs. Sales allowances are recorded as a reduction of revenue
        in the
        period in which they occur. Revenue is presented net of returns.
 
 Comprehensive
        Income (Loss)
 The
        Company adopted Financial Accounting Standards Board Statement of Financial
        Accounting Standards (SFAS) No. 130, *“Reporting
        Comprehensive Income,”* which
        establishes standards for the reporting and display of comprehensive income
        and
        its components in the consolidated financial statements.
 
 Foreign
        Currencies
 Assets
        and liabilities denominated in respective functional currencies are translated
        into United States Dollars at the exchange rate as of the balance sheet date.
        The share capital and retained earnings are translated at exchange rates
        prevailing at the time of the transactions. Revenues, costs, and expenses
        denominated in respective functional currencies are translated into United
        States Dollars at the weighted average exchange rate for the period. The
        effects
        of foreign currencies translation adjustments are included as a separate
        component of accumulated other comprehensive income.
  F-7
 *Table
            of Contents*
 VOICE
          DIARY, INC. AND SUBSIDAIRY
 NOTES
          TO
          AUDITED FINANCIAL STATEMENTS
 For
          the
          Years Ended December 31, 2006 and 2005
 **NOTE
        A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONT’D)**
 
 Inventory
 Inventory
        includes raw material, package material, low-value consumables and merchandise.
        The Company adopts perpetual inventory system and inventories are recorded
        at
        actual cost. Raw material, package material and merchandise are priced at
        cost
        upon acquisition, and with the weighted average method upon issuance and
        shipment. Low-value consumables are amortized at 50% of the amount upon
        application and amortized an additional 50% upon obsolescence.
 
 Property,
        Plant, and Equipment
 Property,
        plant, and equipment are recorded at cost, less accumulated depreciation
        and
        impairment. Repairs and maintenance expenditures, which are not considered
        improvements and do not extend the useful life of property, plant, and
        equipment, are expensed as incurred. The cost and related accumulated
        depreciation, applicable to sold or no longer in service property, plant,
        and
        equipment, are eliminated from the accounts and any gain or loss is included
        in
        the statement of operations.
 
 Depreciation
        is calculated to write-off the cost or basis of the property, plant, and
        equipment over their estimated useful lives for the date on which they become
        fully operational and after taking into account their estimated residual
        values
        (salvage value), using the straight-line method, at the following rates per
        year:
 
 Equipment  Straight-line
        for 5 to 20 years with a 3% salvage value
 Building  Straight-line
        for 20 years with a 5% salvage value
 
 The
        Company recognizes an impairment loss on property, plant, and equipment when
        evidence, such as the sum of expected future cash flows (undiscounted and
        without interest charges), indicates that future operations will not produce
        sufficient revenue to cover the related future costs, including depreciation,
        and when the carrying amount of the asset cannot be realized through sale.
        Measurement of the impairment loss is based on the fair value of the assets.
 
 Income
        Taxes
 Income
        taxes are provided in accordance with Statement of Financial Accounting
        Standards (SFAS) No. 109, *“Accounting
        for Income Taxes.”* A
        deferred tax asset or liability is recorded for all temporary differences
        between financial and tax reporting and net operating loss carry
        forwards.
 
 Deferred
        tax assets are reduced by a valuation allowance when, in the opinion of
        management, it is more likely than not that, and some portion or the entire
        deferred tax asset will not be realized. Deferred tax assets and liabilities
        are
        adjusted for the effect of changes in tax laws and rates on the date of
        enactment.
 
 Fair
        Value of Financial Instruments
 The
        carrying amounts reported in the consolidated balance sheet for cash, accounts
        receivable, accounts payable, and loans payable approximate fair value based
        on
        the short-term maturity of these instruments. The carrying value of the
        Company’s long-term debt approximated its fair value based on the current market
        conditions for similar debt instruments.
  F-8
 *Table
            of Contents*
 VOICE
          DIARY, INC. AND SUBSIDAIRY
 NOTES
          TO
          AUDITED FINANCIAL STATEMENTS
 For
          the
          Years Ended December 31, 2006 and 2005
 **NOTE
        A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONT’D)**
 
 Accounts
        Receivable
 Accounts
        receivable are stated at estimated net realizable value. Accounts receivable
        are
        comprised of balances due from customers net of estimated allowances for
        uncollectible accounts. In determining the collectablility of the account,
        historical trends are evaluated and specific customer issues are reviewed
        to
        arrive at appropriate allowances.
 
 Impairment
        of Long-Lived Assets
 The
        Company evaluated the recoverability of its property and equipment, and other
        assets in accordance with Statements of Financial Accounting Standards (SFAS)
        No. 121, *“Accounting
        for the Impairment of Long-Lived Assets to be Disposed of,”* which
        requires recognition of impairment of long-lived assets in the event the
        net
        book value of such assets exceeds the estimated future undiscounted cash
        flows
        attributable to such assets or the business to which such intangible assets
        relate.
 
 Stock-Based
        Compensation
 Employee
        stock-based compensation is accounted for in accordance with Accounting
        Principles Board Opinion No. 25, *“Accounting
        for Stock Issued to Employees”* (“APB
        25”) and the FASB interpretations thereof. Pursuant to those accounting
        pronouncements, compensation is recorded for share options granted to employees
        at the date of grant based on the difference between the exercise price of
        the
        options and the market value of the underlying shares at that date. Due to
        the
        terms of the grants, the fair value of the compensation in accordance with
        SFAS
        No. 123R, *"Accounting
        for Stock-Based Compensation"* approximates the values computed in accordance with APB No. 25. Stock-based
        compensation to non-employees is accounted for in accordance with SFAS No.
        123R.
  Under
        both accounting pronouncements, as part of the necessary computations,
        management is required to estimate the fair value of the underlying shares.
        Fair
        value has generally been determined by management, as the price at which
        the
        Company's shares were issued at the most recent prior placement of the Company's
        Common Stock. Since the Company was approved for listing on the Over the
        Counter
        Bulletin Board - fair value is determined according to stock market price.
        The
        timing of the grant and measurement of stock-based awards will not have a
        material effect on the Company's results of operations and financial position.
        Since no stock-based awards exist.
  Recently
        Issued Accounting Pronouncements
 In
        February 2006, FASB issued SFAS No. 155, *“Accounting
        for Certain Hybrid Financial Instruments.”* SFAS No.
        155 amends SFAS No 133 *,
        “Accounting for Derivative Instruments and Hedging Activities,”* and SFAS
        No. 140, *“Accounting
        for Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities.”* SFAS No.
        155, permits fair value re-measurement for any hybrid financial instrument
        that
        contains an embedded derivative that otherwise would require bifurcation,
        clarifies which interest-only strips and principal-only strips are not subject
        to the requirements of SFAS No. 133, establishes a requirement to evaluate
        interest in securitized financial assets to identify interests that are
        freestanding derivatives or that are hybrid financial instruments that contain
        an embedded derivative requiring bifurcation, clarifies that concentrations
        of
        credit risk in the form of subordination are not embedded derivatives, and
        amends SFAS No. 140 to eliminate the prohibition on the qualifying
        special-purpose entity from holding a derivative financial instrument that
        pertains to a beneficial interest
  F-9
 *Table
            of Contents*
 VOICE
          DIARY, INC. AND SUBSIDAIRY
 NOTES
          TO
          AUDITED FINANCIAL STATEMENTS
 For
          the
          Years Ended December 31, 2006 and 2005
 **NOTE
        A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONT’D)**
 
 Recently
        Issued Accounting Pronouncements (cont’d)
 other
        than another derivative financial instrument. This statement is effective
        for
        all financial instruments acquired or issued after the beginning of the
        Company’s first fiscal year that begins after September 15, 2006. The adoption
        of SFAS No. 155 is not expected to have a material impact on the Company’s
        results of operations or financial position.
  In
        June
        2006, the FASB issued Interpretation No. 48, *“Accounting
        for Uncertainty in Income Taxes - an interpretation of FASB Statement No.
        109,”* (“FIN
        48”), which prescribes a recognition threshold and measurement attribute, as
        well as criteria for subsequently recognizing, derecognizing and measuring
        uncertain tax positions for financial statement purposes. FIN 48 also requires
        expanded disclosure with respect to the uncertainty in income tax assets
        and
        liabilities. FIN 48 is effective for fiscal years beginning after December
        15,
        2006, which will be the Company’s calendar year 2007, and is required to be
        recognized as a change in accounting principle through a cumulative-effect
        adjustment to retained earnings as of the beginning of the year of adoption.
        The
        adoption of FIN 48 is not expected to have a material impact on the Company’s
        consolidated results of operations or financial position.
 
 In
        June
        2006, the Financial Accounting Standards Board (“FASB”) ratified the provisions
        of Emerging Issues Task Force (“EITF”) Issue No. 06-3, *“How
        Taxes Collected from Customers and Remitted to Governmental Authorities Should
        Be Presented in the Income Statement (That Is, Gross versus Net
        Presentation).”* EITF
        Issue No. 06-3 requires that the presentation of taxes within revenue-producing
        transactions between a seller and a customer, including but not limited to
        sales, use, value added, and some excise taxes, should be on either a gross
        (included in revenue and cost) or a net (excluded from revenue) basis. In
        addition, for any such taxes that are reported on a gross basis, a company
        should disclose the amounts of those taxes in interim and annual financial
        statements for each period for which an income statement is presented if
        those
        amounts are significant. The disclosure of those taxes can be done on an
        aggregate basis. EITF Issue No. 06-3 is effective for fiscal years beginning
        after December 15, 2006, which will be the Company’s calendar year 2007. The
        adoption of EITF Issue No. 06-3 is not expected to have a material impact
        on the
        Company’s results of operations or financial position.
  In
        September 2006, the Securities and Exchange Commission issued Staff Accounting
        Bulletin No.108 (“SAB No. 108”), *“Considering
        the Effects of Prior Year Misstatements when Quantifying Current Year
        Misstatements.”* SAB No.
        108 requires analysis of misstatements using both an income statement (rollover)
        approach and a balance sheet (iron curtain) approach in assessing materiality
        and provides for a one-time cumulative effect transition adjustment. SAB
        No. 108
        is effective for the fiscal year beginning November 15, 2006. The adoption
        of
        SAB No. 108 is not expected to have a material impact on the Company’s results
        of operations or financial position.
  In
        March
        2006, the FASB issued SFAS No. 156. This Statement amends FASB Statement
        No.
        140, *“Accounting
        for Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities,”* with
        respect to the accounting for separately recognized servicing assets and
        servicing liabilities. This Statement is effective as of the beginning of
        its
        first fiscal year that begins after September 15, 2006.
  F-10
 *Table
            of Contents*
 VOICE
          DIARY, INC. AND SUBSIDAIRY
 NOTES
          TO
          AUDITED FINANCIAL STATEMENTS
 For
          the
          Years Ended December 31, 2006 and 2005
 **NOTE
        A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONT’D)**
 
 Recently
        Issued Accounting Pronouncements (cont’d)
 An
        entity
        should apply the requirements for recognition and initial measurement of
        servicing assets and servicing liabilities prospectively to all transactions
        after the effective date of this Statement.
  In
        September 2006, the FASB issued SFAS No. 157 and No. 158. Statement No. 157
        defines fair value, establishes a framework for measuring fair value in
        generally accepted accounting principles (GAAP), and expands disclosures
        about
        fair value measurements. This Statement applies under other accounting
        pronouncements that require or permit fair value measurements, the Board
        having
        previously concluded in those accounting pronouncements that fair value is
        the
        relevant measurement attribute. Accordingly, this Statement does not require
        any
        new fair value measurements. However, for some entities, the application
        of this
        Statement will change current practice.
  Statement
        No. 158 is an amendment of FASB Statements No. 87, 88, 106, and 132(R). It
        improves financial reporting by requiring an employer to recognize the over
        funded or under funded status of a defined benefit postretirement plan (other
        than a multiemployer plan) as an asset or liability in its statement of
        financial position and to recognize changes in that funded status in the
        year in
        which the changes occur through comprehensive income of a business entity
        or
        changes in unrestricted net assets of a not-for-profit organization. This
        Statement also improves financial reporting by requiring an employer to measure
        the funded status of a plan as of the date of its year-end statement of
        financial position, with limited exceptions. The Company does not expect
        application of SFAS No. 156, 157 and 158 to have a material effect on its
        financial statements.
 
 **NOTE
        B - SUPPLEMENTAL CASH FLOW INFORMATION**
 
 Supplemental
        disclosures of cash flow information for the period ended December 31, 2006
        and
        2005 is summarized as follows:
 
 Cash
        paid
        during the period ended December 31, 2006 and 2005 for interest and income
        taxes:
 
 2006 2005
 
 Income
        Taxes $ -0- -0-
 Interest $ -0- -0-
 
 
 **NOTE
        C - SEGMENT REPORTING**
 
 In
        June
        1997, the Financial Accounting Standards Board issued Statement of Financial
        Accounting Standards No. 131, *“Disclosures
        about Segments of an Enterprise and Related Information.”* This
        statement requires companies to report information about operating segments
        in
        interim and annual consolidated financial statements. It also requires segment
        disclosures about products and services, geographic areas, and major customers.
        The Company determined that it did not have any separately reportable operating
        segments as of December 31, 2006 and 2005.
  F-11
 *Table
            of Contents*
 VOICE
          DIARY, INC. AND SUBSIDAIRY
 NOTES
          TO
          AUDITED FINANCIAL STATEMENTS
 For
          the
          Years Ended December 31, 2006 and 2005
 **NOTE
        D - NOTE RECEIVABLE**
 
 As
        of
        December 31, 2006, the company has a note receivable from a related-party
        with a
        total balance due of $192,093. The note is due on May 29, 2007 with interest
        at
        6.12%.
 
 **NOTE
        E - NOTES PAYABLE - CURRENT AND LONG-TERM**
 
 As
        of
        December 31, 2006, notes payable consist of the following:
 2006 2005
 Secured
        note payable to an unrelated party.
 Bearing
        2.4 % interest-final payment due October
        2006 $ -0- 347,241
 
 Secured
        note payable to an unrelated party.
 Bearing
        6.3 % interest Principal payments due
 12/31/2006
        and 12/31/2007 equal payments of $
        185,470 $ 370,940 361,491
 TOTAL $  370,940  708,732
 Future
        payments on note due as follow:
 
 Before
        December 31,
        2007 $ 185,470
 Before
        December 31,
        2008 185,470
 TOTAL $ 370,940
 
 **NOTE
        F - COMMITMENTS**
 
 The
        Company leases its warehouse for approximately $1,478 per year, which expires
        March 14, 2007.
  Future
        annual lease payments are as follows:
 March
        15,
        2006 to March 14,
        2007 $  1,478
 TOTAL $ 1,478
 
 The
        Company leases farm land of approximately 80,000 sq meters from a cooperative
        of
        farmers. The lease expires in December 2017. Total Rent Expense for December
        31,
        2006 was $6,455.
 
 Future
        annual lease payments are as follows
 Year
        Ending December 31,
        2007 $  6,455
 2008 6,455
 2009 6,455
 2010 6,455
 2011 6,455
 2012
        and
        beyond 38,730
 TOTAL $ 71,005
  F-12
 *Table
            of Contents*
 VOICE
          DIARY, INC. AND SUBSIDAIRY
 NOTES
          TO
          AUDITED FINANCIAL STATEMENTS
 For
          the
          Years Ended December 31, 2006 and 2005
 **NOTE
        G - RELATED-PARTY TRANSACTIONS**
 
 The
        former shareholders of the Company were Sichuan Suining Yingfa Resource
        Development Group Co., Ltd., Suining Yingfa Construction Materials Company
        Ltd,
        and Sichuan Yingfa Resource Development Co., Ltd. (the Yingfa group). According
        to the Temporary Resolution of the Shareholders' Meeting of the Company held
        on
        January 20, 2006, the company has had a capital restructuring as mentioned
        in
        Note L. Related-party transactions between the Company and Yingfa group from
        2004 to January 20, 2006 are listed below:
 
 The
        GAP
        certificate is owned by the Yingfa Group, namely Sichuan Yingfa Resource
        Development Co., Ltd. GAP is a quality standard for agricultural products
        such
        as DAR. The GAP certificate means high and certifiable standard. The Company
        is
        the virtual manufacturer and seller of DAR.
 
 The
        Company trademark for its “Bailing Capsules” is “Zhiwang” which Sichuan owns and
        has applied for registration. Sichuan is waiting for approval by State
        Industrial and Commercial Administration General Bureau Trademark Bureau.
 
 The
        office building was purchased from the Yingfa group. The land use right of
        the
        building was transferred from the Yingfa group to the Company.
 
 Government
        grants and loans were obtained by the Yingfa group.
 
 As
        of
        December 31, 2006, the company has a note receivable from a related-party
        with a
        total balance due of $192,093. The note is due on May 29, 2007 with interest
        at
        6.12%.
 
 **NOTE
        H -COMPREHENSIVE INCOME**
 
 Statement
        of Financial Accounting Standards (SFAS) No. 130, *“Reporting
        Comprehensive Income,”* establishes standards for reporting and display of comprehensive income,
        its
        components and accumulated balances. Comprehensive income as defined includes
        all changes in equity during a period from non-owner sources. Accumulated
        comprehensive income, as presented in the accompanying statement of changes
        in
        stockholders’ equity consists of changes in unrealized gains and losses on
        foreign currency translation. This comprehensive income is not included in
        the
        computation of income tax expense or benefit. For the years ended December
        31,
        2006 and 2005, total comprehensive income was $14,306 and $986,
        respectively.
 
 **NOTE
        I - GOING CONCERN**
 
 As
        shown
        in the accompanying audited financial statements, the Company has a deficit
        book
        value and a negative cash flow from operations that have placed substantial
        doubt as to whether the Company can continue as a going concern. The ability
        of
        the Company to continue as a going concern is dependent on developing
        operations, increasing revenues, and obtaining new capital. Management has
        enacted a plan to raise capital and increase sales.
  F-13
 *Table
            of Contents*
 VOICE
          DIARY, INC. AND SUBSIDAIRY
 NOTES
          TO
          AUDITED FINANCIAL STATEMENTS
 For
          the
          Years Ended December 31, 2006 and 2005
 **NOTE
        J - INCOME TAXES**
  The
        Company has approximately $490,000 of federal and state net operating losses
        available that expire in various years through the year 2025.
 
 Due
        to
        operating losses, there was no provision for current federal or state income
        taxes for the year ended December 31, 2006.
 
 Deferred
        income taxes reflect the net tax effects of temporary differences between
        the
        carrying amounts of assets and liabilities for financial reporting purposes
        and
        the amount used for federal and state income tax purposes.
 
 The
        Company’s deferred tax asset at December 31, 2006 consists of net operating loss
        carry-forward calculated using federal and state effective tax rates equating
        to
        approximately $490,000 less a valuation allowance in the amount of $490,000.
        Because of the Company’s lack of earnings history, the deferred tax asset has
        been fully offset by a valuation allowance. The valuation allowance increased
        (decreased) by approximately $412,000 for the year ended December 31,
        2006.
 
 Utilization
        of the net operating losses may be subject to certain annual limitations
        due to
        changes in control. This may result in the expiration of net operating losses
        before full utilization.
 
 The
        Company’s total deferred tax asset as of December 31, 2006 is as
        follows:
  2006 2005
 Net
        operating loss
        carry-forwards $490,000 $78,000
 Valuation
        Allowance (
        490,000) (78,000)
  $
        -0- $
        -0-
 ======= =======
 
 The
        Company is subject to income taxes on an entity basis, on income arising
        in, or
        derived from the tax jurisdiction in which it is domiciled and operates.
        The
        corporate income taxes accrued as of December 31, 2006 were $2,999.
  F-14
 *Table
            of Contents*
 VOICE
          DIARY, INC. AND SUBSIDAIRY
 NOTES
          TO
          AUDITED FINANCIAL STATEMENTS
 For
          the
          Years Ended December 31, 2006 and 2005
 **NOTE
        K - STOCK OPTION PLAN**
  A
        status
        summary of the Company's stock options as of December 31, 2006 and 2005,
        and of
        changes during the periods then ended, is as follows:
 Exercise2006
                
                2005
                
                PriceOutstanding
                    at beginning of period
                
                
                --
                
                
                --
                
                $
                --Granted
                    during period
                
                
                --
                
                
                1,000,000
                
                $
                0.01Exercised
                    during period
                
                
                --
                
                
                (1,000,000
                )
                $
                0.01Outstanding
                    at end of period
                
                
                --
                
                
                --
                
                $
                --Weighted
                    average fair value of options
                
                
                --
                
                $
                0.01granted
                    during the period
  **NOTE
        L -EQUITY TRANSACTIONS**
  On
        July
        10, 2006, the Company issued 7,977,023 new shares of Class A Common Stock
        and
        2,000 new shares of Class B Common Stock in exchange for a payment of $264,000
        in cash, in reliance upon exemptions from the registration requirements of
        Section 5 of the Securities Act of 1933, as amended (the “Act”), pursuant
        to Section 4(2) of the Act and Rule 506 promulgated there
        under.
 
 On
        August
        22, 2006, Arie Hinkis, the former president of the Company, returned 744
        shares
        of Class B Common Stock against payment of $74,000 and settlement of all
        unpaid
        salaries and severance pay to Mr. Hinkis in the amount of $100,000, both
        amounts
        will be taken from the payment made to VDYI for the aforesaid issued shares.
  On
        November 10, 2006, the Company issued 333,000,000 new shares of Class A Common
        Stock (the effect of 30,000,000 shares after consideration of the proposed
        11.1:1 reverse split), to the Yin Fa shareholders pursuant to Regulation
        S under
        the Securities Act of 1933, as amended, in exchange for all of their shares
        of
        registered capital of Yin Fa, pursuant to the Plan of Exchange, dated June
        13,
        2006.
 
 **NOTE
        M - REVERSE STOCK SPLITS**
 
 A
        common
        stock reverse split of 11.1 for 1 was effective October 1, 2006. All common
        stock amounts in the accompanying financial statements issued on or before
        the
        date of the reverse stock split have been restated retroactively to reflect
        this
        capitalization change.
  **N** **OTE
        N - SUBSEQUENT EVENT**
 
 On
        January 10, 2007 The Company issued 6,500,000 shares of Class A Common stock
        for
        payment of consulting services to several companies and
        individuals.
 On
          February 2, 2007 The Company issued 1,000,000 shares of Class A Common
          stock for
          payment of consulting services to a consulting company.




F-15
 *Table
          of Contents*




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




On
      February 2, 2007, our Board of Directors approved to dismiss Traci J. Anderson,
      CPA as its independent auditor, and engage Lake & Associates CPA’s LLC as
      independent auditor to audit our financial statements for the year ended
      December 31, 2006 and to review our three quarterly reports in 2007. The
      decision to make the change was approved by our Board of Directors.





During
      our two most recent fiscal years ended December 31, 2004 and 2005 and the
      subsequent interim period through February 2, 2007, we did not consult Lake
      & Associates CPA’s LLC with respect to any of the matters described in Item
      304(a)(2) of Regulation S-K.





Traci
      J.
      Anderson, CPA's audit reports regarding the our financial statements for the
      fiscal year ended December 31, 2005 and 2004, contained no adverse opinion
      or
      disclaimer of opinion nor were they qualified or modified as to the uncertainty,
      audit scope or accounting principles.





In
      connection with the prior audit for the fiscal years ended December 31, 2005
      and
      2004, and the review for the interim periods up to February 2, 2007, there
      have
      been no disagreements with Traci J. Anderson, CPA on any matter of accounting
      principles or practices, financial statement disclosure or auditing scope or
      procedure, which if not resolved to the satisfaction of Traci J. Anderson,
      CPA
      would have caused it to make reference to the subject matter of the disagreement
      in connection with its report on these financial statements for those
      periods.




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





We
      maintain disclosure controls and procedures designed to ensure that information
      required to be disclosed in reports filed under the Securities Exchange Act
      of
      1934 (“Exchange Act”) is recorded, processed, summarized and reported within the
      specified time periods. Our Chief Executive Officer and its Chief Financial
      Officer (collectively, the “Certifying Officers”) are responsible for
      maintaining our disclosure controls and procedures. The controls and procedures
      established by us are designed to provide reasonable assurance that information
      required to be disclosed by the issuer in the reports that it files or submits
      under the Exchange Act is recorded, processed, summarized and reported within
      the time periods specified in the Commission’s rules and forms.




As
      of the
      end of the period covered by this report, the Certifying Officers evaluated
      the
      effectiveness of our disclosure controls and procedures. Based on the
      evaluation, the Certifying Officers concluded that our disclosure controls
      and
      procedures were effective to provide reasonable assurance that information
      required to be disclosed by us in the reports that we file or submit under
      the
      Exchange Act is recorded, processed, summarized and reported, within the time
      periods specified in the applicable rules and forms, and that it is accumulated
      and communicated to our management, including the Certifying Officers, as
      appropriate to allow timely decisions regarding required
      disclosure.




The
      Certifying Officers have also concluded, based on our evaluation of our controls
      and procedures that as of December 31, 2006, our internal controls over
      financial reporting are effective and provide a reasonable assurance of
      achieving their objective.




The
      Certifying Officers have also concluded that there was no change in our internal
      controls over financial reporting identified in connection with the evaluation
      that occurred during our fourth fiscal quarter that has materially affected,
      or
      is reasonably likely to materially affect, our internal control over financial
      reporting.




36
 *Table
          of Contents*




**PART
      III**




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




***Directors
      and Executive Officers***




Our
      directors are elected at the annual meeting of shareholders and hold office
      for
      one year and until their successors are elected and qualified. Our officers
      are
      appointed by the Board of Directors and serve at the pleasure of the Board.
      We
      have not entered into any employment agreements with our executive officers.





Name
            Age
            Position
            Date
                to StartWang,
                Jiguang
            33
            President
                and Director
            August
                22, 2006Chen,
                Jiang
            33
            Chief
                Executive Officer and Director
            September
                7, 2006Zhong,
                Ying
            34
            Chief
                Financial Officer and Director
            September
                7, 2006Wang,
                Gewei
            38
            Independent
                  Director
            September
                7, 2006Wang,
                Bing
            32
            Independent
                Director
            September
                7, 2006





**Mr.
      Wang, Jiguang** is
      appointed as our President. He has also been nominated as a Director of the
      Board. Mr. Wang is 33 years old. In 2001, Mr. Wang received a Bachelor of Arts
      in architecture from Chong Qing Logistics Engineering University. Mr. Wang
      has
      extensive investment experience in real estate, commercial operations and
      merchandise trading. In 1998, Mr. Wang incorporated a real estate company and
      also a property management company in Sui Ning City, Si Chuan Province, P.
      R.
      China. In the past five years, Mr. Wang has been the president and general
      manager of these two companies and has made rapid progress developing new
      markets and new business projects. As a result of Mr. Wang's strong management
      skills both companies are currently reporting record profits.





**Mr.
      Chen, Jiang** is
      appointed as our Chief Executive Officer. He has also been nominated as a
      Director of the Board. Mr. Chen is 33 years old and in 1995 he earned his
      Bachelor of Arts in Commercial Economics from Si Chuan University. In 2003,
      Mr.
      Chen received a Master of Business Administrative from Si Chuan University.
      Mr.
      Chen has extensive business management and Chinese regulatory experience
      focusing on business strategies, corporate development and corporate growth
      strategies. In the last five years, Mr. Chen has been the Chief Executive
      Officer of Cheng Du Leader Investment Company Limited, a company located in
      the
      P. R. China. Cheng Du Leader Investment Company Limited's principal business
      involves investment in media, real estate and movie production in mainland
      China. Mr. Chen also served as the senior manager in several other companies
      involved in investment management, media, real estate and merchandise trading.




**Ms.
      Zhong, Ying** is
      appointed as our Chief Financial Officer. She has also been nominated as a
      Director of the Board. Ms. Zhong is 34 years old. She earned her Bachelor of
      Arts in Accounting from Si Chuan University in 1994 and Masters Degree in
      Economics at Si Chuan University in 1999. Ms. Zhong has over 10 years working
      experience in auditing, transaction consulting, and commerce. From 1999 to
      2002,
      Ms. Zhong served as an internal auditor and secretary of Si Chuan Mei Feng
      Share
      Company Ltd., a public company listed on the Chinese stock market.





**Mr.
      Wang, Gewei** has been
      nominated as our Independent Director. Mr. Wang is 38 years old. In 1991 he
      earned a Bachelor of Arts in Chinese literature from Renmin University of China.
      Mr. Wang has extensive experience as an investment banker. He is currently
      the
      Chief Executive Officer of Si Chuan Tian Yi Investment Consulting Management
      Company Ltd.





**Mr.
      Wang, Bing,** has been
      nominated as our Independent Director. Mr. Wang is 32 years old and has
      extensive experience in business and investment management. Mr. Wang has a
      strong professional relationship with the Si Chuan provincial government and
      the
      Sui Ning municipal government. Currently, he is a member of the supervision
      committee for Sui Ning Yin Fa Bai Zhi Chan Ye You Xian Gong Si.




37
 *Table
          of Contents*




Family
      Relationships.




None.





Legal
      Proceedings.





No
      officer, director, or persons nominated for such positions and no promoter
      or
      significant employee has been involved in legal proceedings that would be
      material to an evaluation of our management.





Audit
      Committee





We
      do not
      have a separately designated standing audit committee. Pursuant to Section
      3(a)(58)(B) of the Exchange Act, the entire Board of Directors acts as an audit
      committee for the purpose of overseeing the accounting and financial reporting
      processes, and audits of our financial statements. The Commission recently
      adopted new regulations relating to audit committee composition and functions,
      including disclosure requirements relating to the presence of an "audit
      committee financial expert" serving on its audit committee. In connection with
      these new requirements, our Board of Directors examined the Commission's
      definition of "audit committee financial expert" and concluded that we do not
      currently have a person that qualifies as such an expert. We had minimal
      operations for the past two (2) years. Presently, there are only four (4)
      directors serving on our Board, and we are not in a position at this time to
      attract, retain and compensate additional directors in order to acquire a
      director who qualifies as an "audit committee financial expert", but we intend
      to retain an additional director who will qualify as such an expert, as soon
      as
      reasonably practicable. While neither of our current directors meets the
      qualifications of an "audit committee financial expert", each of our directors,
      by virtue of his past employment experience, has considerable knowledge of
      financial statements, finance, and accounting, and has significant employment
      experience involving financial oversight responsibilities. Accordingly, we
      believe that our current directors capably fulfill the duties and
      responsibilities of an audit committee in the absence of such an
      expert.





Code
      of
      Ethics





hawse
      have adopted a code of ethic (the "Code of Ethics") that applies to our
      principal chief executive officer, principal financial officer, principal
      accounting officer or controller, or persons performing similar functions A
      draft of the Code of Ethics is in Exhibit 14.1 hereto. The Code of Ethics is
      being designed with the intent to deter wrongdoing, and to promote the
      following:





ཉ
            Honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional
                relationships




འ
            Full,
                fair, accurate, timely and understandable disclosure in reports and
                documents that a small business issuer files with, or submits to,
                the
                Commission and in other public communications made by the small business
                issuer




ཉ
            Compliance
                with applicable governmental laws, rules and
                regulations




ཉ
            The
                prompt internal reporting of violations of the code to an appropriate
                person or persons identified in the
                code




ཉ
            Accountability
                for adherence to the code




38
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Section
      16(a) Beneficial Ownership Reporting Compliance




Under
      Section
      16(a) of the Exchange Act, all executive officers, directors, and each person
      who is the beneficial owner of more than 10% of the common stock of a company
      that files reports pursuant to Section 12 of the Exchange Act, are required
      to
      report the ownership of such common stock, options, and stock appreciation
      rights (other than certain cash-only rights) and any changes in that ownership
      with the Commission. Specific due dates for these reports have been established,
      and we are required to report, in this Form 10-KSB, any failure to comply
      therewith during the fiscal year ended December 2005. We believe that all of
      these filing requirements were satisfied by its executive officers, directors
      and by the beneficial owners of more than 10% of our common stock. In making
      this statement, we have has relied solely on copies of any reporting forms
      received by it, and upon any written representations received from reporting
      persons that no Form 5 (Annual Statement of Changes in Beneficial Ownership)
      was
      required to be filed under applicable rules of the Commission.




**Item 10.
      Executive Compensation**




The
      following table sets forth certain information regarding the annual and
      long-term compensation for services in all capacities to us for the prior fiscal
      years ended December 31, 2006, 2005 and 2004, of those persons who were
      either the chief executive officer during the last completed fiscal year or
      any
      other compensated executive officers as of the end of the last completed fiscal
      year.





**SUMMARY
                COMPENSATION TABLE**Name
                and principal position
              (a)
            Year
              (b)
            Salary
                ($)
              (c)
            Bonus
                ($)
              (d)
            Stock
                Awards ($)
              (e)
            Option
                Awards ($)
              (f)
            Non-Equity
                Incentive Plan Compensation ($)
              (g)
            Nonqualified
                Deferred Compensation Earnings ($)
              (h)
            All
                Other Compensation ($)
              (i)
            Total
                ($)
              (j)Wang,
                Ji Guang
              
              President
            2006
            0
            0
            0
            0
            0
            0
            0
            02005
            0
            0
            0
            0
            0
            0
            0
            02004
            0
            0
            0
            0
            0
            0
            0
            0Chen,
                Jiang
              
              Chief
                Executive Officer
            2006
            0
            0
            0
            0
            0
            0
            0
            02005
            0
            0
            0
            0
            0
            0
            0
            02004
            0
            0
            0
            0
            0
            0
            0
            0Zhong,
                Ying
              
              
              Chief
                Financial Officer
            2006
            0
            0
            0
            0
            0
            0
            0
            02005
            0
            0
            0
            0
            0
            0
            0
            02004
            0
            0
            0
            0
            0
            0
            0
            0





We
      have
      not entered into any other employment agreements with our employees, Officers
      or
      Directors. We have no standard arrangements to compensate our directors for
      their services to us.




39
 *Table
          of Contents*




Stock
      Option Plan




We
      have
      not implemented a stock option plan at this time and since inception, have
      issued no stock options, SARs or other compensation. We may decide, at a later
      date, and reserve the right to, initiate such a plan as deemed necessary by
      the
      Board.




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




As
      of
      December 31, 2006, we had 5,174 stockholders of record and 31,801,802 shares
      of
      our Class A Common Stock and 2,000 shares of our Class B Common Stock issued
      and
      outstanding. As of April 11, 2007, we had 5,204 stockholders of record and
      39,301,854 shares of our Class A Common Stock and 2,000 shares of our Class
      B
      Common Stock issued and outstanding. The following table sets forth as of April
      11, 2007, certain information with respect to the beneficial ownership of Common
      Stock by (i) each Director, nominee and executive officer of us; (i) each person
      who owns beneficially more than 5% of the common stock; and (iii) all Directors,
      nominees and executive officers as a group. The percentage of shares
      beneficially owned is based on there having been 39,301,854 shares of Class
      A
      Common Stock and 2,000 shares of Class B Common Stock outstanding as of April
      11, 2007.





OFFICERS,
      DIRECTORS AND BENEFICIAL OWNERS, AS OF APRIL 11, 2007





Title
                of Class
            Name
                & Address of Beneficial Owner(1)
            Amount
                & Nature of Beneficial Owner
            %
                of Class(2)Class
                B Common Stock
            Deng,
                Shu Lan
              188
                Xi Shan Road,
              Sui
                Ning, Si Chuan, Peoples’ Republic of China
            2,000
            100%Class
                B Common Stock
            All
                directors and executive officers as a group (five persons)
            -0-
            0%Class
                A Common Stock
            Wang,
                Ji Guang
              1
                De Sheng Road, Shi Zhong Qu, Suining, Sichuan,P.R.China
            99,750
            *Class
                A Common Stock
            Deng,
                Shu Lan
              188
                Xi Shan Road,
              Sui
                Ning, Si Chuan, Peoples’ Republic of China
            10,342,593(3)
            21%(4)Class
                A Common Stock
            All
                directors and executive officers as a group (five persons)
            99,750
            *





*
      Represents less than 1%




(1)
      Unless stated otherwise, the business address for each person named is c/o
      Voice
      Diary Inc.





(2)
      Calculated pursuant to Rule 13d-3(d) (1) of the Securities Exchange Act of
      1934.
      Under Rule 13d-3(d), shares not outstanding which are subject to options,
      warrants, rights or conversion privileges exercisable within 60 days are deemed
      outstanding for the purpose of calculating the number and percentage owned
      by a
      person, but not deemed outstanding for the purpose of calculating the percentage
      owned by each other person listed. We believe that each individual or entity
      named has sole investment and voting power with respect to the shares of common
      stock indicated as beneficially owned by them (subject to community property
      laws where applicable) and except where otherwise noted.





(3)
      After
      conversion of B shares.





(4)
      The
      total shares of Class A Common Stock should be approximately 49,644,447 after
      conversion of B shares.




40
 *Table
          of Contents*





Changes
      in Control





Pursuant
      to and at the closing of the Plan of Exchange, which occurred as of August
      22,
      2006, we authorized Guardian Registrar & Transfer, Inc., its transfer agent,
      to issue to the shareholders of Yin Fa (the “Yin Fa Shareholders”), 30,000,000
      shares of our common stock pursuant to Regulation S under the Securities Act
      of
      1933, as amended, in exchange for a 100% interest in Yin Fa owned by the Yin
      Fa
      Shareholders. As a result of the transactions consummated at the closing, shares
      representing 94% of our post-issuance outstanding shares of common stock were
      issued to the Yin Fa shareholders, and all of the registered capital of Yin
      Fa
      was acquired by us. Upon completion of the physical exchange of the share
      certificates, Yin Fa became our wholly-owned subsidiary.





As
      a
      result of the transactions consummated at the closing, there has been a change
      in control of the ownership of the outstanding shares of our common stock.
      There
      has also been a change in control of a majority of our Board of Directors,
      and
      an Information Statement on Schedule 14F-1 regarding the biographies of the
      new
      management was filed with Securities and Exchange Commission on August 23,
      2006,
      and was mailed to the shareholders of record as of the record
      date.





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





On
      July
      10, 2006, we issued 718,651 (post-split) new shares of Class A Common Stock
      and
      2,000 new shares of Class B Common Stock in exchange for a payment of $264,000
      in cash, in reliance upon exemptions from the registration requirements of
      Section 5 of the Securities Act of 1933, as amended (the “Act”), pursuant
      to Section 4(2) of the Act and Rule 506 promulgated there
      under.





On
      August
      22, 2006, Arie Hinkis, our former president, returned 744 shares of Class B
      Common Stock against payment of $74,000 and settlement of all unpaid salaries
      and severance pay to Mr. Hinkis in the amount of $100,000, both amounts will
      be
      taken from the payment made to VDYI for the aforesaid issued shares.




On
      November 10, 2006, we issued 333,000,000 new shares of Class A Common Stock
      (the
      effect of 30,000,000 shares after consideration of the proposed 11.1:1 reverse
      split), to the Yin Fa shareholders pursuant to Regulation S under the Securities
      Act of 1933, as amended, in exchange for all of their shares of registered
      capital of Yin Fa, pursuant to the Plan of Exchange, dated June 13,
      2006.





The
      former shareholders of Yin Fa were Sichuan Suining Yingfa Resource Development
      Group Co., Ltd., Suining Yingfa Construction Materials Company Ltd, and Sichuan
      Yingfa Resource Development Co., Ltd. (the Yingfa group). According to the
      Temporary Resolution of our Shareholders' Meeting held on January 20, 2006,
      the
      company has had a capital restructuring. Related-party transactions between
      us
      and Yingfa group from 2004 to January 20, 2006 are listed below:





The
      GAP
      certificate is owned by the Yingfa Group, namely Sichuan Yingfa Resource
      Development Co., Ltd. GAP is a quality standard for agricultural products such
      as DAR. The GAP certificate means high and certifiable standard. We are the
      virtual manufacturer and seller of DAR.





Our
      trademark for our “Bailing Capsules” is “Zhiwang” which Sichuan owns and has
      applied for registration. Sichuan is waiting for approval by State Industrial
      and Commercial Administration General Bureau Trademark Bureau.





The
      office building was purchased from the Yingfa group. The land use right of
      the
      building was transferred from the Yingfa group to us.





Government
      grants and loans were obtained by the Yingfa group.





As
      of
      December 31, 2006, we had a note receivable from a related-party with a total
      balance due of $192,093. The note is due on May 29, 2007 with interest at
      6.12%.




41
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          of Contents*





**Subsequent
      Event**





On
      January 10, 2007 The Company issued 6,500,000 shares of Class A Common Stock
      for
      payment of consulting services to several companies and
      individuals.





On
      February 2, 2007 The Company issued 1,000,000 shares of Class A Common Stock
      for
      payment of consulting services to a consulting company.




**Item 13.
      Exhibits.**





(a)
            Financial
                Statements




1.
      The
      following financial statements of Voice Diary, Inc. are included in Part II,
      Item 7:





Independent
      Auditors’ Report.......................................................   F-1


Balance
      Sheet-December 31, 2006...................................................F-2


Statements
      of Operations - For year ended December 31,
      2006......               
F-3


Statements
      of Cash Flows - For year ended December 31,
      2006.....               
F-4


Statements
      of Stockholders’ Equity - For year ended December
      31, 2006.......F-5


Notes
      to
      Financial Statements..........................................................F-5 to F-15




2.
      Exhibits




14.1.  Code
      of Ethics


31.1.  Rule
      13a-14(a)/15d-14(a) Certifications of Chief ExecutiveOfficer


31.2.  Rule
      13a-14(a)/15d-14(a) Certifications of Chief FinancialOfficer


32.1.   Section
      1350 Certifications of Chief Executive
      Officer


32.2.  Section
      1350 Certifications of Chief Financial
      Officer





(b)
            Reports
                on Form 8-K




(1)
            On
                February 6, 2007, we filed a current report on Form 8-K to announce
                the
                change of its certifying accountant.(2)
            On
                March 6, 2007, we filed a current report on Form 8-K to announce
                that we
                entered into an Exclusive Import-Export Agency Agreement with DongUi
                Cosmetics Co. ("DongUi"), a corporation organized and existing under
                the
                laws of the Republic of Korea (South Korea), for business development
                in
                South Korea.




42
 *Table
          of Contents*




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





Fees
      Billed For Audit and Non-Audit Services





The
      following table represents the aggregate fees billed for professional audit
      services rendered to the independent auditor, Brightman Almagor & Co.,
      ("Brightman") for our audit of the annual financial statements for the year
      ended December 31, 2005. We have changed our independent auditor to Lake &
Associates CPA’s LLC (“Lake”) for our audit of the annual financial statements
      for the year ended December 31, 2006. Audit fees and other fees of auditors
      are
      listed as follows:





Year
                Ended December 31
            
            2006
            
            
            
            2005Lake
            
            
            
            BrightmanAudit
                Fees(1)
            
            $
            42,000
            
            
            (3)
            
            $
            20,000
            
            
            (2)Audit-Related
                Fees(4)
            
            
            --
            
            
            
            
            
            --Tax
                Fees(5)
            
            
            --
            
            
            
            
            
            --All
                Other Fees(6)
            
            
            --
            
            
            
            
            
            --Total
                Accounting Fees and Services
            
            $
            42,000
            
            
            
            
            $
            20,000




(1)
            *Audit
                Fees*.
                These are fees for professional services for the audit of our annual
                financial statements, and for the review of the financial statements
                included in our filings on Form 10-QSB, and for services that are
                normally
                provided in connection with statutory and regulatory filings or
                engagements.




(2)
            The
                amounts shown for Brightman in 2005 relate to services in connection
                with
                consents and assistance with and review of documents filed with the
                Securities and Exchange Commission.




(3)
            The
                amounts shown for Lake in 2006 relate to (i) the audit of our annual
                financial statements for the fiscal year ended December 31, 2006,
                and (ii)
                the review of the financial statements included in our filings on
                Form
                10-QSB for the first, second and third quarters of
                2007.




(4)
            *Audit-Related
                Fees*.
                These are fees for the assurance and related services reasonably
                related
                to the performance of the audit or the review of our financial
                statements.




(5)
            *Tax
                Fees*.
                These are fees for professional services with respect to tax compliance,
                tax advice, and tax planning.




(6)
            *All
                Other Fees*.
                These are fees for permissible work that does not fall within any
                of the
                other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax
                Fees.





**Pre-Approval
      Policy For Audit and Non-Audit Services**





We
      do not
      have a standing audit committee, and the full Board performs all functions
      of an
      audit committee, including the pre-approval of all audit and non-audit services
      before we engage an accountant. All of the services rendered to us by Lake
&
Associates CPA’s LLC were pre-approved by our Board of Directors.





We
      are
      presently working with its legal counsel to establish formal pre-approval
      policies and procedures for future engagements of our accountants. The new
      policies and procedures will be detailed as to the particular service, will
      require that the Board or an audit committee thereof be informed of each
      service, and will prohibit the delegation of pre-approval responsibilities
      to
      management. It is currently anticipated that our new policy will provide (i)
      for
      an annual pre-approval, by the Board or audit committee, of all audit,
      audit-related and non-audit services proposed to be rendered by the independent
      auditor for the fiscal year, as specifically described in the auditor's
      engagement letter, and (ii) that additional engagements of the auditor, which
      were not approved in the annual pre-approval process, and engagements that
      are
      anticipated to exceed previously approved thresholds, will be presented on
      a
      case-by-case basis, by the President or Controller, for pre-approval by the
      Board or audit committee, before management engages the auditors for any such
      purposes. The new policy and procedures may authorize the Board or audit
      committee to delegate, to one or more of its members, the authority to
      pre-approve certain permitted services, *provided
      that* the
      estimated fee for any such service does not exceed a specified dollar amount
      (to
      be determined). All pre-approvals shall be contingent on a finding, by the
      Board, audit committee, or delegate, as the case may be, that the provision
      of
      the proposed services is compatible with the maintenance of the auditor's
      independence in the conduct of its auditing functions. In no event shall any
      non-audit related service be approved that would result in the independent
      auditor no longer being considered independent under the applicable rules and
      regulations of the Securities and Exchange Commission.





(a)
      On
      December 31, 2006, our Chief Executive Officer and Chief Financial Officer
      made
      an evaluation of our disclosure controls and procedures. In our opinion, the
      disclosure controls and procedures are adequate because the systems of controls
      and procedures are designed to assure, among other items, that 1) recorded
      transactions are valid; 2) valid transactions are recorded; and 3) transactions
      are recorded in the proper period in a timely manner to produce financial
      statements which present fairly the financial condition, results of operations
      and cash flows for the respective periods being presented. Moreover, the
      evaluation did not reveal any significant deficiencies or material weaknesses
      in
      our disclosure controls and procedures.





(b)
      There
      have been no significant changes in our internal controls or in other factors
      that could significantly affect these controls since the last
      evaluation.





43
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          of Contents*




**SIGNATURES**




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




**Voice
                Diary Inc.**Date:
                April 11, 2007
            
            /s/
                Wang, Ji GuangWang,
                Ji GuangPresident







44